Exhibit 10.3


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT (the “Agreement”),
dated as of February 1, 2021, is by and between Microvast, Inc. (“Microvast”) and Yanzhuan (Leon) Zheng (the “Executive”).


 


WHEREAS, concurrently herewith, Tuscan Holdings Corp.,
a Delaware corporation (to be renamed Microvast Holdings, Inc. in connection with the Merger (as defined below), the “Company”)
has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Microvast and TSCN Merger Sub, Inc.
(“Merger Sub”), pursuant to which at the Effective Time (as defined in the Merger Agreement) Merger Sub will merge
with and into Microvast (the “Merger”), with Microvast surviving the Merger as a wholly owned Subsidiary of the Company;
and


 


WHEREAS, the Executive currently provides services
to Microvast as its Chief Financial Officer; and


 


WHEREAS, Microvast desires to continue the employment
of Executive and the Executive desires to continue to provide services to the Company and Microvast pursuant to the terms and conditions
of this Agreement effective as of the Effective Time; and


 


WHEREAS, Microvast and the Executive expect that
this Agreement shall be assumed by the Company effective as of the Effective Time.


 


NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:


 


1. Employment
and Duties.


 


(a) General. Subject
to the terms and conditions hereof, the Executive shall serve as Chief Financial Officer of the Company, reporting to the Chief Executive
Officer of the Company (the “CEO”). The Executive shall have such duties and responsibilities commensurate
with those typically provided by a chief financial officer of a company that is required to file reports with the Securities and Exchange
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (a “Public Company”),
as may be assigned to the Executive from time to time by the CEO. The Executive’s principal places of employment shall
be the principal offices of Microvast, currently located in Stafford and Houston, Texas, and Microvast’s offices in Orlando, Florida,
subject to (i) remote working during the current pandemic; (ii) periodic travel to Microvast’s other worldwide locations; and (iii)
such other reasonable travel as the performance of the Executive’s duties and the business of the Company may require.


 


(b) Exclusive
Services. For so long as the Executive is employed by any of the Company, Microvast and their subsidiaries (the “Company
Group”), the Executive shall devote the Executive’s full business working time to the Executive’s duties hereunder,
shall faithfully serve the Company Group, shall in all respects conform to and comply with the lawful and good faith directions and instructions
given to the Executive by the CEO, and shall use the Executive’s best efforts to promote and serve the interests of the Company
Group. Further, the Executive shall not, directly or indirectly, render material services to any other person or organization
without the consent of the Company pursuant to authority granted by the lead independent director of the Board of Directors of the Company
(the “Board”) or otherwise engage in activities that would interfere significantly with the faithful performance of
his duties hereunder. Notwithstanding the foregoing, the Executive may (i) serve on corporate, civic or charitable boards
provided that, on and after the Effective Time, the Executive provides the lead independent director of the Board, in writing,
with a list of such boards and receives the consent of the lead independent director of the Board to serve on such boards and (ii) manage
personal investments or engage in charitable activities, provided that such activity does not contravene the first sentence of
this Section 1(b). It is anticipated that the Executive shall continue to be an employee of, and receive compensation under this
Agreement from, Microvast or one of its subsidiaries.


 




     


     

    

 


2. Term.


 


(a) The
Executive’s employment under this Agreement shall commence as of the Effective Time and shall, subject to earlier termination of
the Executive’s employment under this Agreement, continue until the third anniversary of the Effective Time (the “Initial
Term”). Unless a Non-Renewal Notice (as defined below) is given or the Executive’s employment is earlier terminated in
accordance with the terms of this Agreement, the period of the Executive’s employment shall, as of and following the expiration
of the Initial Term, be automatically extended for additional 12-month periods (individually, and collectively, the “Renewal
Term”). The period from the Effective Time until the termination of the Executive’s employment under this Agreement, including
the Initial Term, and, if applicable, the CIC Term (as defined below), and any Renewal Term or Post-CIC Renewal Term (as defined below),
is referred to as the “Term.”


 


(b) Notwithstanding
the foregoing, if a Change in Control (as defined in Section 5 below) occurs prior to the termination of the Executive’s employment
under this Agreement (including after providing a Non-Renewal Notice, which shall be deemed revoked and superseded by reason of the occurrence
of the Change in Control), the Term shall end not earlier than the second anniversary of the consummation of the Change in Control unless
the Executive experiences a termination of employment under this Agreement (the “CIC Term”). Unless a Non-Renewal Notice
is given as herein provided or Executive’s employment is earlier terminated in accordance with the terms of this Agreement, the
period of Executive’s employment shall, as of and following the expiration of the CIC Term, be automatically extended for additional
12-month periods (individually, and collectively, the “Post-CIC Renewal Term”). The Company or the Executive may elect
to terminate the automatic extension of the Term by giving written notice of such election not less than (i) one year prior to the end
of the Initial Term or any Renewal Term, as applicable, or (ii) 90 days prior to the end of the CIC Term or any Post-CIC Renewal Term,
as applicable (the “Non-Renewal Notice”).


 


3. Compensation
and Other Benefits. Subject to the provisions of this Agreement and a review of the compensation and other benefits as described
in this Section 3 by the Company’s compensation consultant as soon as practicable following the Effective Time, the Company
Group shall pay and provide the following compensation and other benefits to the Executive during the Term as compensation for
services rendered hereunder:


 


(a) Base
Salary. The Company Group shall pay to the Executive an annual salary at the rate of $275,000 (the “Base Salary”),
payable in substantially equal installments at such intervals as may be determined by the Company Group in accordance with its ordinary
payroll practices as established from time to time. During the Term, the Compensation Committee of the Board shall review the Executive’s
Base Salary, not less often than annually, and may increase (but not decrease) the Executive’s Base Salary in its sole discretion.


 




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(b) Bonus. The
Executive shall be entitled to participate in the Company Group’s annual incentive bonus plan for senior executives in accordance
with its terms as may be in effect from time to time and subject to such other terms as the Board may approve. 


 


(c) Long-Term
Incentive Plan. The Executive shall be entitled to participate in the Company’s long-term incentive plan in accordance
with its terms that may be in effect from time to time and subject to such other terms as the Board, in its sole discretion, may approve.


 


(d) Benefit
Plans. The Executive shall be entitled to participate in all employee benefit plans or programs of the Company Group as
are available to other similarly situated executives of the Company, in accordance with the terms of the plans, as may be amended from
time to time.


 


(e) Expenses. The
Company Group shall reimburse the Executive for reasonable travel and other business-related expenses incurred by the Executive in the
fulfillment of the Executive’s duties hereunder, upon presentation of written documentation thereof, in accordance with the business
expense reimbursement policies and procedures of the Company Group as in effect from time to time. Payments with respect to reimbursements
of expenses shall be made consistent with the Company Group’s reimbursement policies and procedures and in no event later than the
last day of the calendar year following the calendar year in which the relevant expense is incurred.


 


(f) Vacation. The
Executive shall be entitled to vacation time consistent with the applicable policies of the Company Group for other similarly situated
executives of the Company Group as in effect from time to time.


 


4. Termination
of Employment. Subject to this Section 4, the Company shall have the right to terminate the Executive’s
employment at any time, with or without Cause (as defined in Section 5 below), and the Executive shall have the right to terminate
the Executive’s employment at any time, with or without Good Reason (as defined in Section 5 below).


 


(a) Termination
due to Death or Disability. The Executive’s employment under this Agreement will terminate upon the Executive’s
death, and upon the Executive’s Disability (as defined in Section 5 below) may be terminated by the Company upon giving not less
than 30 days’ written notice to the Executive. In the event of the Executive’s death or Disability, the Company
shall pay to the Executive (or the Executive’s estate, as applicable) the Executive’s accrued salary through and including
the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined
in Section 4(b) below) occurs and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy
or practice of the Company (“Other Accrued Compensation and Benefits”), payable within 30 days of the Executive’s
Separation from Service by reason of death or Disability. In addition, the Executive or his estate, as applicable, shall be entitled to
the following: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year in which the death
or Disability occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number
of days worked during the fiscal year in which the death or Disability occurs and the denominator of which is 365, payable in a single
lump sum upon certification to the Board of performance for such fiscal year; (ii) with respect to any outstanding equity awards or other
long-term incentive awards (excluding those described in this Section 4(a)(iii)), such awards will be treated in accordance with the terms
of the applicable plans and award agreements; and (iii) with respect to any equity awards or other long-term incentive awards that are
outstanding as of the Effective Time, such awards will immediately vest in full in the event that the Executive’s death or Disability
occurs within three years following the Effective Time.


 




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(b) Termination
for Cause; Resignation without Good Reason. If, prior to the expiration of the Term, the Executive incurs a “Separation
from Service” within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”),
by reason of the Company’s termination of the Executive’s employment for Cause or if the Executive resigns from the Executive’s
employment hereunder other than for Good Reason, the Executive shall only be entitled to payment of the Executive’s Other Accrued
Compensation and Benefits, payable in accordance with Company Group policies and practices and in no event later than 30 days after
the Executive’s Separation from Service. The Executive shall have no further right to receive any other compensation
or benefits after such termination or resignation of employment.


 


(c) Termination
without Cause; Resignation for Good Reason Prior to a Change in Control. If, prior to the expiration of the Term, the Executive
incurs a Separation from Service by reason of the Company’s termination of the Executive’s employment without Cause or by
the Executive’s resignation from the Executive’s employment for Good Reason, in either case prior to a Change in Control,
the Executive shall receive the Other Accrued Compensation and Benefits and, subject to Section 4(e), shall be entitled to: (i) an amount
equal to one and a half (1.5) times the sum of (x) the Executive’s then-current Base Salary plus (y) the greater of (A) the
average amount of the annual bonus paid to the Executive for each of the three fiscal years immediately prior to the fiscal year in which
the Separation from Service occurs or (B) target annual bonus for the fiscal year in which the Separation from Service occurs, payable
in substantially equal monthly installments over a period of 18 months beginning 60 days following the Executive’s Separation from
Service (the “Severance Period”); (ii) with respect to any outstanding equity awards or other long-term incentive awards
(excluding those described in this Section 4(c)(iii)), such awards will be treated in accordance with the terms of the applicable plans
and award agreements; and (iii) with respect to any equity awards or other long-term incentive awards that are outstanding as of the Effective
Time, immediately vest in full in the event that the Executive incurs a Separation from Service by reason of the Company’s termination
of the Executive’s employment without Cause or the Executive’s resignation for Good Reason, in either case prior to a Change
in Control, occurs within three years following the Effective Time; provided, however, that if a “change in the effective
control of a corporation,” as such term is defined in Treasury Regulation §1.409A-3(i)(5), occurs with respect to the Company
following the Executive’s Separation from Service, any unpaid amounts hereunder shall be paid in a single lump sum within 10 days
following the consummation of such change in the effective control. If, during the Severance Period, the Executive breaches any of the
Executive’s then applicable obligations under this Agreement (including, but not limited to, Sections 7 through 10) or such other
agreement between the Company and the Executive, the Company may, upon written notice to the Employee, terminate the Severance Period
and cease to make any payments of severance hereunder.


 




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(d) Termination
without Cause or Resignation for Good Reason Occurring on or Following a Change in Control. If, prior to the expiration
of the CIC Term, the Executive incurs a Separation from Service on or following the consummation of a Change in Control by reason of either
(i) the Company’s termination of the Executive’s employment without Cause, or (ii) the Executive’s resignation from
the Executive’s employment for Good Reason, then the Executive shall receive the Other Accrued Compensation and Benefits and, subject
to Section 4(e), shall be entitled to the following:


 


		(i)	an amount equal to two times the sum of (i) the Executive’s then-current Base Salary plus (ii) the greater of (x) the
average amount of the annual bonus paid to the Executive for each of the three fiscal years immediately prior to the fiscal year in which
the Separation from Service occurs or (y) target annual bonus for the fiscal year in which the Separation from Service occurs, payable
in a single lump sum within 75 days thereafter;



 


		(ii)	a pro rata bonus equal to (x) the greater of (i) the average amount of the annual bonus paid to the Executive for each of the three
fiscal years immediately prior to the fiscal year in which the Separation from Service occurs or (ii) the annual bonus the Executive would
have earned for the fiscal year in which the Separation from Service occurs based on performance as determined through the date of the
Separation from Service, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year
in which the Separation from Service occurs and the denominator of which is 365, payable in a single lump sum within 75 days thereafter;
provided, however, that if such Separation from Service occurs in the same fiscal year as the Change in Control and the
Executive is paid an annual bonus for such year in connection with the Change in Control, the fraction shall be adjusted so that the numerator
reflects the number of days worked during the fiscal year following the Change in Control and the denominator reflects the number of days
in the fiscal year following the Change in Control; and



 


		(iii)	all outstanding equity-based awards, including but not limited to stock options, restricted stock and restricted stock unit awards,
granted by the Company to the Executive pursuant to any of the Company’s long-term incentive plans shall fully and immediately vest
to the extent not already vested. In addition, all outstanding performance share, performance share unit and other equivalent
awards granted by the Company to the Executive pursuant to any of the Company’s long-term incentive plans shall immediately vest
at their respective target performance levels to the extent not already vested.



 




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Notwithstanding anything to the contrary in this Agreement, any termination
without Cause that occurs prior to a Change in Control but which the Executive reasonably demonstrates (x) was at the request of a third
party, or (y) arose in connection with or in anticipation of a Change in Control which actually occurs, shall constitute a termination
without Cause occurring on such Change in Control for purposes of this Agreement.


 


(e) Execution
and Delivery of Release. The Company shall not be required to make the payments and provide the benefits provided for under
Section 4(c) or 4(d) unless the Executive executes and delivers to the Company, within 60 days following the Executive’s Separation
from Service, a general waiver and release of claims in a form substantially similar to the form attached hereto as Exhibit A and
the release has become effective and irrevocable in its entirety. The Executive’s failure or refusal to sign the release
(or the Executive’s revocation of such release in accordance with applicable laws) shall result in the forfeiture of the payments
and benefits under Sections 4(c) and 4(d).


 


(f) Notice
of Termination. Any termination of employment by the Company or the Executive shall be communicated by a written “Notice
of Termination” to the other party hereto given in accordance with Section 25 of this Agreement, except that the Company may
waive the requirement for such Notice of Termination by the Executive. In the event of a resignation by the Executive without
Good Reason, the Notice of Termination shall specify the date of termination, which date shall not be less than 30 days after the
giving of such notice, unless the Company agrees to waive any notice period by the Executive.


 


(g) Resignation
from Directorships and Officerships. The termination of the Executive’s employment for any reason shall constitute
the Executive’s resignation from (i) any director, officer or employee position the Executive has with the Company Group and
(ii) all fiduciary positions (including as a trustee) the Executive may hold with respect to any employee benefit plans or trusts
established by the Company Group. The Executive agrees that this Agreement shall serve as written notice of resignation in
this circumstance.


 


5. Definitions.


 


(a) Cause. For
purposes of this Agreement, “Cause” shall mean the termination of the Executive’s employment because of:


 


		(i)	the Executive’s indictment for any crime, whether such crime is a felony or misdemeanor, that materially impairs the Executive’s
ability to function as Chief Financial Officer of the Company and such crime involves the purchase or sale of any security, mail or wire
fraud, theft, embezzlement, moral turpitude, or Company property;



 


		(ii)	the Executive’s repeated willful neglect of the Executive’s duties; or



 


		(iii)	the Executive’s willful material misconduct in connection with the performance of the Executive’s duties (including a
willful material breach of Company policies regarding legal compliance, ethics or workplace conduct) or other willful material breach
of this Agreement;



 




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provided, however, that no act or omission on the Executive’s
part shall be considered “willful” if it is done by the Executive in good faith and with a reasonable belief that Executive’s
conduct was in the best interest of the Company and provided further that no event or condition described in clause (ii) or (iii)
shall constitute Cause unless (w) the Company gives the Executive written notice of termination of employment for Cause and the grounds
for such termination within 180 days of the Board first becoming aware of the event giving rise to such Cause, (x) such grounds for
termination are not corrected by the Executive within 30 days of the Executive’s receipt of such notice, (y) if the Executive
fails to correct such event or condition, the Company gives the Executive at least 15 days’ prior written notice of a special Board
meeting called to make a determination that the Executive should be terminated for Cause and the Executive and the Executive’s legal
counsel are given the opportunity to address such meeting prior to a vote of the Board, and (z) a determination that Cause exists is made
and approved by 75% of the Board.


 


(b) Change
in Control. For purposes of this Agreement, “Change in Control” shall have the meaning set forth in
the Company’s 2021 Equity Incentive Plan or the successor plan pursuant to which the Executive was, prior to the relevant transaction,
most recently granted long-term incentive awards.


 


(c) Disability. For
purposes of this Agreement, “Disability” shall be defined in the same manner as such term or a similar term is defined
in the Company long-term disability plan applicable to the Executive.


 


(d) Good
Reason. For purposes of this Agreement, “Good Reason” shall mean termination of employment by the Executive
because of the occurrence of any of the following events:


 


		(i)	a failure by the Company Group to pay compensation or benefits due and payable to the Executive in accordance with the terms of this
Agreement;



 


		(ii)	a material change in the duties or responsibilities performed by the Executive as a chief financial officer of a Public Company;



 


		(iii)	a material change to the location(s) of the Executive’s principal places of employment, including a relocation of the Company’s
principal office from Stafford, Texas, or its office in Orlando, Florida, by more than 30 miles, without the Executive’s consent;



 


		(iv)	a failure by the Company to obtain agreement by a successor to assume this Agreement in accordance with Section 17(b);



 


		(v)	the Company’s material breach of this Agreement;



 


		(vi)	the Company’s delivery of a Non-Renewal Notice; or



 


		(vii)	the Company’s failure to assume this Agreement as of the Effective Time;



 




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provided, however, that no event or condition described
in clause (i), (ii) or (v) shall constitute Good Reason unless (x) the Executive gives the Company written notice of the Executive’s
intention to terminate the Executive’s employment for Good Reason and the grounds for such termination within 180 days of the Executive
first becoming aware of the event giving rise to such Good Reason and (y) such grounds for termination are not corrected by the Company
within 30 days of its receipt of such notice.


 


6. Limitations
on Severance Payment and Other Payments or Benefits.


 


(a) Payments. Notwithstanding
any provision of this Agreement, if any portion of the severance payments or any other payment under this Agreement, or under any other
agreement with the Executive or plan or arrangement of the Company Group (in the aggregate, “Total Payments”), would
constitute an “excess parachute payment” and would, but for this Section 6, result in the imposition on the Executive of an
excise tax under Code Section 4999, then the Total Payments to be made to the Executive shall either be (i) delivered in full or (ii)
delivered in the greatest amount such that no portion of such Total Payment would be subject to the Excise Tax, whichever of the foregoing
results in the receipt by the Executive of the greatest benefit on an after-tax basis (taking into account the Executive’s actual
marginal rate of federal, state and local income taxation and the Excise Tax).


 


(b) Determinations. Within
30 days following the Executive’s termination of employment or notice by one party to the other of its belief that there is a payment
or benefit due the Executive that will result in an excess parachute payment, the Company, at the Company Group’s expense, shall
select a nationally recognized certified public accounting firm (which may be the Company’s independent auditors) (“Accounting
Firm”) reasonably acceptable to the Executive to determine (i) the Base Amount (as defined below), (ii) the amount and present
value of the Total Payments, (iii) the amount and present value of any excess parachute payments determined without regard to any reduction
of Total Payments pursuant to Section 6(a), and (iv) the net after-tax proceeds to the Executive, taking into account the tax imposed
under Code Section 4999 if (x) the Total Payments were reduced in accordance with Section 6(a) or (y) the Total Payments were not so reduced. If
the Accounting Firm determines that Section 6(a)(ii) above applies, then the Termination Payment hereunder or any other payment or benefit
determined by such Accounting Firm to be includable in Total Payments shall be reduced or eliminated so that there will be no excess parachute
payment. In such event, payments or benefits included in the Total Payments shall be reduced or eliminated by applying the
following principles, in order: (1) the payment or benefit with the later possible payment date shall be reduced or eliminated before
a payment or benefit with an earlier payment date; and (2) cash payments shall be reduced prior to non-cash benefits; provided
that if the foregoing order of reduction or elimination would violate Code Section 409A, then the reduction shall be made pro rata among
the payments or benefits included in the Total Payments (on the basis of the relative present value of the parachute payments).


 




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(c) Definitions
and Assumptions. For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute
payments” shall have the meanings assigned to them in Code Section 280G and such “parachute payments” shall be valued
as provided therein; (ii) present value shall be calculated in accordance with Code Section 280G(d)(4); (iii) the term “Base
Amount” means an amount equal to the Executive’s “annualized includible compensation for the base period”
as defined in Code Section 280G(d)(1); (iv) for purposes of the determination by the Accounting Firm, the value of any non-cash benefits
or any deferred payment or benefit shall be determined in accordance with the principles of Code Sections 280G(d)(3) and (4); and (v)
the Executive shall be deemed to pay federal income tax and employment taxes at his actual marginal rate of federal income and employment
taxation, and state and local income taxes at his actual marginal rate of taxation in the state or locality of the Executive’s domicile
(determined in both cases in the calendar year in which the termination of employment or notice described in Section 6(b) above is given,
whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and
local taxes. The covenants set forth in Sections 7, 8 and 9 of this Agreement have substantial value to the Company and
a portion of any Total Payments made to the Executive are in consideration of such covenants.  For purposes of calculating
the “excess parachute payment” and the “parachute payments,” the parties intend that an amount equal to not
less than the Executive’s highest annual base salary during the 12-month period immediately prior to his termination of employment
shall be in consideration of the covenants in Sections 7, 8 and 9 below. The Accounting Firm shall consider all relevant
factors in appraising the fair value of such covenants and in determining the amount of the Total Payments that shall not be considered
to be a “parachute payment” or “excess parachute payment.” The determination of the Accounting Firm
shall be addressed to the Company and the Executive and such determination shall be binding upon the Company and the Executive.


 


(d) Amendment. This
Section 6 shall be amended to comply with any amendment or successor provision to Sections 280G or 4999 of the Code.


 


7. Confidentiality.


 


(a) Confidential
Information.


 


		(i)	The Executive agrees that during his employment with the Company for any reason and for a period of five years following his Separation
from Service, he will not at any time, except with the prior written consent of the Company or as required by law, directly or indirectly,
reveal to any person, entity or other organization (other than any member of the Company Group or its respective employees, officers,
directors, shareholders or agents) or use for the Executive’s own benefit any information deemed to be confidential by any member
of the Company Group (“Confidential Information”) relating to the assets, liabilities, employees, goodwill, business
or affairs of any member of the Company Group, including, without limitation, any information concerning customers, business plans, marketing
data or other confidential information known to the Executive by reason of the Executive’s employment by, shareholdings in or other
association with any member of the Company Group; provided that such Confidential Information does not include any information
which (x) is available to the general public or is generally available within the relevant business or industry other than as a result
of the Executive’s action or (y) is or becomes available to the Executive after his Separation from Service on a non-confidential
basis from a third-party source provided that such third-party source is not bound by a confidentiality agreement or any other
obligation of confidentiality. Confidential Information may be in any medium or form, including, without limitation, physical
documents, computer files or disks, videotapes, audiotapes, and oral communications.



 




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		(ii)	In the event that the Executive becomes legally compelled to disclose any Confidential Information, the Executive shall provide the
Company with prompt written notice so that the Company may seek a protective order or other appropriate remedy. In the event
that such protective order or other remedy is not obtained, the Executive shall furnish only that portion of such Confidential Information
or take only such action as is legally required by binding order and shall exercise his reasonable efforts to obtain reliable assurance
that confidential treatment shall be accorded any such Confidential Information. The Company Group shall promptly pay (upon
receipt of invoices and any other documentation as may be requested by the Company) all reasonable expenses and fees incurred by the Executive,
including attorneys’ fees, in connection with his compliance with the immediately preceding sentence.



 


		(iii)	The Executive understands and acknowledges that the Executive has the right under U.S. federal law to certain protections for cooperating
with or reporting legal violations to the Securities and Exchange Commission and/or its Office of the Whistleblower, as well as certain
other governmental entities. No provisions in this Agreement are intended to prohibit the Executive from disclosing this Agreement to,
or from cooperating with or reporting violations to, the SEC or any other such governmental entity, and the Executive may do so without
disclosure to the Company Group. The Company Group may not retaliate against the Executive for any of these activities. Further, nothing
in this Agreement precludes the Executive from filing a charge of discrimination with the Equal Employment Opportunity Commission or a
like charge or complaint with a state or local fair employment practice agency.



 


		(iv)	The Executive acknowledges that, pursuant to the Defend Trade Secrets Act of 2016, an individual may not be held liable under any
criminal or civil federal or state trade secret law for disclosure of a trade secret (i) made in confidence to a government official,
either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, (ii)
in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, or (iii) made to his or her
attorney or used in a court proceeding in an anti-retaliation lawsuit based on the reporting of a suspected violation of law, so long
as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant
to court order.



 


(b) Exclusive
Property. The Executive confirms that all Confidential Information is and shall remain the exclusive property of the Company
Group. All business records, papers and documents kept or made by the Executive relating to the business of the Company Group
shall be and remain the property of the Company Group. Upon the request and at the expense of the Company Group, the Executive
shall promptly make all disclosures, execute all instruments and papers, and perform all acts reasonably necessary to vest and confirm
in the Company Group, fully and completely, all rights created or contemplated by this Section 7.


 




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8. Noncompetition.
The Executive agrees that during his employment with the Company Group and for a period commencing on the
Executive’s Separation from Service and ending eighteen (18) months thereafter (the “Restricted Period”),
the Executive shall not, without the prior written consent of the Company, directly or indirectly, and whether as principal or
investor or as an employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in association with any
other person, firm, corporation or other business organization, carry on a business competitive with the Company Group in any
geographic area in which the Company Group has engaged in business, or is reasonably expected to engage in business during such
Restricted Period (including, without limitation, any area in which any customer of the Company Group may be located); provided, however,
that nothing herein shall limit the Executive’s right to own not more than 1% of any of the debt or equity securities of any
business organization.


 


9. Non-Solicitation.
The Executive agrees that, during his employment and for the Restricted Period, the Executive shall not, directly or indirectly,
other than in connection with the proper performance of his duties in his capacity as an executive of the Company,
(a) interfere with or attempt to interfere with any relationship between the Company Group and any of its employees,
consultants, independent contractors, agents or representatives, (b) employ, hire or otherwise engage, or attempt to employ, hire or
otherwise engage, any current or former employee, consultant, independent contractor, agent or representative of the Company Group
in a business competitive with the Company Group, (c) solicit the business or accounts of the Company Group, or (d) divert or
attempt to direct from the Company Group any business or interfere with any relationship between the Company Group and any of its
clients, suppliers, customers or other business relations. As used herein, the term “indirectly” shall
include, without limitation, the Executive’s permitting the use of the Executive’s name by any competitor of any member
of the Company Group to induce or interfere with any employee or business relationship of any member of the Company Group.


 


10. Assignment
of Developments. The Executive shall enter into an Employee Invention, Proprietary Information and Copyright
Agreement on or immediately following the Effective Time.


 


11. Full
Settlement. The Company Group’s obligation to pay the Executive the amounts required by this Agreement shall
be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any offset,
counterclaim, recoupment, defense or other right which the Company Group may have against the Executive or anyone
else. All payments and benefits to which the Executive is entitled under this Agreement shall be made and provided
without offset, deduction or mitigation on account of income that the Executive may receive from employment from the Company Group
or otherwise. This Section 11 shall not be interpreted to otherwise limit the remedies available to the Company
Group, whether at law or in equity, in the event the Executive breaches any provision of this Agreement.


 




    11


     

    

 


12. Certain
Remedies.


 


(a) Injunctive
Relief. Without intending to limit the remedies available to the Company Group, the Executive agrees that a breach of any
of the covenants contained in Sections 7 through 10 of this Agreement may result in material and irreparable injury to the Company
Group for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that,
in the event of such a breach or threat thereof, any member of the Company Group shall be entitled to seek a temporary restraining order
or a preliminary or permanent injunction, or both, without bond or other security, restraining the Executive from engaging in activities
prohibited by the covenants contained in Sections 7 through 10 of this Agreement or such other relief as may be required specifically
to enforce any of the covenants contained in this Agreement. Such injunctive relief in any court shall be available to the
Company Group in lieu of, or prior to or pending determination in, any arbitration proceeding.


 


(b) Extension
of Restricted Period. In addition to the remedies the Company may seek and obtain pursuant to this Section 12, the Restricted
Period shall be extended by any and all periods during which the Executive shall be found by a court or arbitrator possessing personal
jurisdiction over the Executive to have been in violation of the covenants contained in Sections 8 and 9 of this Agreement.


 


13. Section 409A
of the Code.


 


(a) General. This
Agreement is intended to meet the requirements of Section 409A of the Code, and shall be interpreted and construed consistent with
that intent.


 


(b) Deferred
Compensation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including
the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1)
of the Code, the payment shall be paid (or provided) in accordance with the following:


 


		(i)	If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date
of the Executive’s “Separation from Service” within the meaning of Section 409A(a)(2)(A)(i) of the Code, then no
such payment shall be made or commence during the period beginning on the date of the Executive’s Separation from Service and ending
on the date that is six months following the Executive’s Separation from Service or, if earlier, on the date of the Executive’s
death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to
the Executive on the fifteenth day of the first calendar month following the end of the period (“Delayed Payment Date”). If
payment of an amount is delayed as a result of this Section 13(b)(i), such amount shall be increased with interest from the date on which
such amount would otherwise have been paid to the Executive but for this Section 13(b)(i) to the day prior to the Delayed Payment Date. The
rate of interest shall be compounded monthly, at the prime rate as published by Citibank NA for the month in which occurs the date of
the Executive’s Separation from Service. Such interest shall be paid on the Delayed Payment Date.



 




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		(ii)	Payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the
last day of the calendar year following the calendar year in which the relevant expense is incurred. The amount of expenses
eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year.



 


14. Source
of Payments. All payments provided under this Agreement, other than payments made pursuant to a plan which provides
otherwise, shall be paid in cash from the general funds of the Company Group, and no special or separate fund shall be established,
and no other segregation of assets shall be made, to assure payment. The Executive shall have no right, title or interest
whatsoever in or to any investments which the Company Group may make to aid the Company Group in meeting its obligations
hereunder. To the extent that any person acquires a right to receive payments from the Company Group hereunder, such
right shall be no greater than the right of an unsecured creditor of the Company.


 


15. Arbitration.
Any dispute or controversy arising under or in connection with this Agreement or otherwise in connection with the
Executive’s employment by the Company Group that cannot be mutually resolved by the parties to this Agreement and their
respective advisors and representatives shall be settled exclusively by arbitration in Houston, Texas, in accordance with the
commercial rules of the American Arbitration Association before one arbitrator of exemplary qualifications and stature, who shall be
selected jointly by an individual to be designated by the Company and an individual to be selected by the Executive, or if such two
individuals cannot agree on the selection of the arbitrator, who shall be selected by the American Arbitration Association, and
judgment upon the award rendered may be entered in any court having jurisdiction thereon.


 


16. Attorney’s
Fees. The Company shall, from time to time, pay or reimburse the Executive, on an after-tax basis, for all
reasonable legal fees and expenses (including court costs) incurred by him as a result of any claim by him (or on his behalf) to
enforce the terms of this Agreement or collect any payments or benefits due to the Executive hereunder. Payments with
respect to such legal fees and expenses shall be made in advance of any final disposition and within ten business days after the
Executive submits documentation of such fees to the Company in accordance with the Company’s business expense reimbursement
policies and procedures.


 


17. Non-assignability;
Binding Agreement.


 


(a) By
the Executive. This Agreement and any and all rights, duties, obligations or interests hereunder shall not be assignable
or delegable by the Executive.


 


(b) By
the Company. This Agreement and all of the Company’s rights and obligations hereunder shall not be assignable by
the Company except as incident to a reorganization, merger or consolidation, or transfer of all or substantially all of the Company’s
assets. If the Company shall be merged or consolidated with another entity, the provisions of this Agreement shall be binding
upon and inure to the benefit of the entity surviving such merger or resulting from such consolidation. The Company will require
any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform
this Agreement in the same manner that the Company would be required to perform it if no such succession had taken place. The
provisions of this paragraph shall continue to apply to each subsequent employer of the Executive hereunder in the event of any subsequent
merger, consolidation, transfer of assets of such subsequent employer or otherwise.


 




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(c) Binding
Effect. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, any successors to or assigns
of the Company, and the Executive’s heirs and the personal representatives of the Executive’s estate.


 


18. Withholding.
Any payments made or benefits provided to the Executive under this Agreement shall be reduced by any applicable
withholding taxes or other amounts required to be withheld by law or contract.


 


19. Amendment;
Waiver. This Agreement may not be modified, amended or waived in any manner, except by an instrument in writing
signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement by the other
party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such
party of a provision of this Agreement.


 


20. Governing
Law. All matters affecting this Agreement, including the validity thereof, are to be subject to, and interpreted and
construed in accordance with, the laws of the State of Texas applicable to contracts executed in and to be performed in that
State.


 


21. Survival
of Certain Provisions. The rights and obligations set forth in this Agreement that, by their terms, extend beyond
the Term shall survive the Term.


 


22. Entire
Agreement; Supersedes Previous Agreements. This Agreement, the Assignment of Developments Agreement, and any
outstanding equity award agreements entered into prior to the Effective Time contain the entire agreement and understanding of the
parties hereto with respect to the matters covered herein and supersede all prior or contemporaneous negotiations, commitments,
agreements and writings with respect to the subject matter hereof, all such other negotiations, commitments, agreements and writings
shall have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing shall have no
further rights or obligations thereunder.


 


23. Counterparts.
This Agreement may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same instrument.


 


24. Headings.
The headings of sections herein are included solely for convenience of reference and shall not control the meaning or
interpretation of any of the provisions of this Agreement.


 




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25. Notices.
All notices or communications hereunder shall be in writing, addressed as follows:


 


To Microvast or the Company:


 


12603 Southwest Freeway, Suite 210


Stafford, Texas 77477


Attention: Yang Wu


Email: wuyang@microvast.com


 


With a copy to:


 


John J. Cannon III

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

Email: jcannon@shearman.com


 


To the Executive:


 


Yanzhuan (Leon) Zheng


ADDRESS:


Email: leonzheng@microvast.com


 


All such notices shall be conclusively deemed to
be received and shall be effective (i) if sent by hand delivery, upon receipt, or (ii) if sent by electronic mail or facsimile,
upon receipt by the sender of confirmation of such transmission; provided, however, that any electronic mail or facsimile
will be deemed received and effective only if followed, within 48 hours, by a hard copy sent by certified United States mail.


 


[SIGNATURE PAGE
FOLLOWS]


 




    15


     

    

 


IN WITNESS WHEREOF, Microvast has caused this Agreement
to be signed by its officer pursuant to the authority of its Board, and the Executive has executed this Agreement, as of the day and year
first written above.


 


	 	MICROVAST, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	EXECUTIVE
	 	 	 
	 	 	 
	 	 	Name:  Yanzhuan (Leon) Zheng


 




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EXHIBIT A

FORM OF WAIVER AND MUTUAL RELEASE


 


This Waiver and Mutual Release, dated as of _____________,
(this “Release”) by and between Yanzhuan (Leon) Zheng (the “Executive”) and Microvast Holdings,
Inc., a Delaware corporation (the “Company”).


 


WHEREAS, the Executive and the Company are parties
to an Employment Agreement, dated [●] (the “Employment Agreement”), which provided for the Executive’s
employment on the terms and conditions specified therein; and


 


WHEREAS, pursuant to Section 4(e) of the Employment
Agreement, the Executive has agreed to execute and deliver a release and waiver of claims of the type and nature set forth herein as a
condition to his entitlement to certain payments and benefits upon his termination of employment with the Company effective as of _____________
(the “Effective Date”).


 


NOW, THEREFORE, in consideration of the premises
and mutual promises herein contained and for other good and valuable consideration received or to be received in accordance with the terms
of the Employment Agreement, the Executive and the Company agree as follows:


 


1. Return
of Property.


 On or prior to the Effective Date, the
Executive represents and warrants that he will return all property made available to him in connection with his service to the Company,
including, without limitation, credit cards, any and all records, manuals, reports, papers and documents kept or made by the Executive
in connection with his employment as an officer or employee of the Company and its subsidiaries and affiliates, all computer hardware
or software, cellular phones, files, memoranda, correspondence, vendor and customer lists, financial data, keys and security access cards.


 


2. Executive
Release.


 


(a) In
consideration of the payments and benefits provided to the Executive under the Employment Agreement and after consultation with counsel,
the Executive and each of the Executive’s respective heirs, executors, administrators, representatives, agents, successors and assigns
(collectively, the “Executive Parties”) hereby irrevocably and unconditionally release and forever discharge the Company
and its subsidiaries and affiliates and each of their respective officers, employees, directors, shareholders and agents (“Company
Parties”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings
or liabilities of whatever kind or character (collectively, “Claims”), including, without limitation, any Claims under
any federal, state, local or foreign law, that the Executive Parties may have, or in the future may possess, arising out of (i) the
Executive’s employment relationship with and service as an employee, officer or director of the Company, and the termination of
such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior
to the date hereof; provided, however, that the Executive does not release, discharge or waive (i) any rights to payments
and benefits provided under the Employment Agreement that are contingent upon the execution by the Executive of this Release, (ii) any
right the Executive may have to enforce this Release or the Employment Agreement, (iii) the Executive’s eligibility for indemnification
in accordance with the Company’s certificate of incorporation, bylaws or other corporate governance document, or any applicable
insurance policy, with respect to any liability he incurred or might incur as an employee, officer or director of the Company, or (iv)
any claims for accrued, vested benefits under any long-term incentive, employee benefit or retirement plan of the Company subject to the
terms and conditions of such plan and applicable law including, without limitation, any such claims under the Employee Retirement Income
Security Act of 1974.


 




    A-1


     

    

 


(b) Whistleblower
Rights. The Executive understands and acknowledges that the Executive has the right under U.S. federal law to certain protections
for cooperating with or reporting legal violations to the Securities and Exchange Commission and/or its Office of the Whistleblower, as
well as certain other governmental entities. No provisions in this Release are intended to prohibit the Executive from disclosing this
Release to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity, and the Executive may
do so without disclosure to the Company. The Company may not retaliate against Executive for any of these activities. Further, nothing
in this Release precludes the Executive from filing a charge of discrimination with the Equal Employment Opportunity Commission or a like
charge or complaint with a state or local fair employment practice agency. The Company may not retaliate against Executive for any of
these activities, and nothing in this Release would require Executive to waive any monetary award or other payment that Executive might
become entitled to from any such governmental entity.


 


(c) DTSA.
The Executive acknowledges that, pursuant to the Defend Trade Secrets Act of 2016, an individual may not be held liable under any criminal
or civil federal or state trade secret law for disclosure of a trade secret (i) made in confidence to a government official, either directly
or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, (ii) in a complaint
or other document filed in a lawsuit or other proceeding, if such filing is made under seal, or (iii) made to his or her attorney or used
in a court proceeding in an anti-retaliation lawsuit based on the reporting of a suspected violation of law, so long as any document containing
the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.


 


(d) Executive’s
Specific Release of ADEA Claims. In further consideration of the payments and benefits provided to the Executive under
the Employment Agreement, the Executive Parties hereby unconditionally release and forever discharge the Company Parties from any and
all Claims that the Executive Parties may have as of the date the Executive signs this Release arising under the Federal Age Discrimination
in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). By
signing this Release, the Executive hereby acknowledges and confirms the following: (i) the Executive was advised by the
Company in connection with his termination to consult with an attorney of his choice prior to signing this Release and to have such attorney
explain to the Executive the terms of this Release, including, without limitation, the terms relating to the Executive’s release
of claims arising under ADEA, and the Executive has in fact consulted with an attorney; (ii) the Executive was given a period of
not fewer than 21 days to consider the terms of this Release and to consult with an attorney of his choosing with respect thereto; and
(iii) the Executive knowingly and voluntarily accepts the terms of this Release. The Executive also understands that he
has seven days following the date on which he signs this Release (the “Revocation Period”) within which to revoke
the release contained in this paragraph by providing the Company a written notice of his revocation of the release and waiver contained
in this paragraph. No such revocation by the Executive shall be effective unless it is in writing and signed by the Executive
and received by the Company prior to the expiration of the Revocation Period.


 




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3. Company
Release. The Company for itself and on behalf of the Company Parties hereby irrevocably and unconditionally releases
and forever discharges the Executive Parties from any and all Claims, including, without limitation, any Claims under any federal,
state, local or foreign law, that the Company Parties may have, or in the future may possess, arising out of (i) the
Executive’s employment relationship with and service as an employee, officer or director of the Company, and the termination
of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on
or prior to the date hereof, excepting any Claim which would constitute or result from conduct by the Executive that would
constitute a crime under applicable state or federal law; provided, however, notwithstanding the generality of the foregoing,
nothing herein shall be deemed to release the Executive Parties from (A) any rights or claims of the Company arising out of or
attributable to (i) the Executive’s actions or omissions involving or arising from fraud, deceit, theft or intentional or
grossly negligent violations of law, rule or statute while employed by the Company and (ii) the Executive’s actions or
omissions taken or not taken in bad faith with respect to the Company; and (B) the Executive or any other Executive Party’s
obligations under this Release or the Employment Agreement.


 


4. No
Assignment. The parties represent and warrant that they have not assigned any of the Claims being released under
this Release.


 


5. Proceedings.
The parties represent and warrant that they have not filed, and they agree not to initiate or cause to be initiated on
their behalf, any complaint, charge, claim or proceeding against the other party before any local, state or federal agency, court or
other body relating to the Executive’s employment or the termination thereof, other than with respect to any claim that is not
released hereunder including with respect to the obligations of the Company to the Executive and the Executive to the Company under
the Employment Agreement (each, individually, a “Proceeding”), and each party agrees not to participate voluntarily in
any Proceeding. The parties waive any right they may have to benefit in any manner from any relief (whether monetary or
otherwise) arising out of any Proceeding.


 


6. Remedies.


 


(a) Each
of the parties understands that by entering into this Release such party will be limiting the availability of certain remedies that such
party may have against the other party and also limiting such party’s ability to pursue certain claims against the other party.


 




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(b) Each
of the parties acknowledge and agree that the remedy at law available to such party for breach of any of the obligations under this Release
would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly,
each of the parties acknowledge, consent and agree that, in addition to any other rights or remedies that such party may have at law or
in equity, such party shall be entitled to seek a temporary restraining order or a preliminary or permanent injunction, or both, restraining
the other party from breaching its obligations under this Release. Such injunctive relief in any court shall be available to
the relevant party, in lieu of, or prior to or pending determination in, any arbitration proceeding.


 


7. Cooperation.
From and after the Effective Date, the Executive shall cooperate in all reasonable respects with the Company and their
respective directors, officers, attorneys and experts in connection with the conduct of any action, proceeding, investigation or
litigation involving the Company, including any such action, proceeding, investigation or litigation in which the Executive is
called to testify.


 


8. Unfavorable
Comments.


 


(a) Public
Comments by the Executive. The Executive agrees to refrain from making, directly or indirectly, now or at any time in the
future, whether in writing, orally or electronically: (i) any derogatory comment concerning the Company or any of their current
or former directors, officers, employees or shareholders, or (ii) any other comment that could reasonably be expected to be detrimental
to the business or financial prospects or reputation of the Company.


 


(b) Public
Comments by the Company.  The Company agrees to instruct its directors and employees to refrain from making, directly or indirectly,
now or at any time in the future, whether in writing, orally or electronically: (i) any derogatory comment concerning the Executive,
or (ii) any other comment that could reasonably be expected to be detrimental to the Executive’s business or financial prospects
or reputation.


 


9. Severability
Clause. In the event any provision or part of this Release is found to be invalid or unenforceable, only that
particular provision or part so found, and not the entire Release, will be inoperative.


 


10. Nonadmission.
Nothing contained in this Release will be deemed or construed as an admission of wrongdoing or liability on the part of
the Company or the Executive.


 


11. Governing
Law. All matters affecting this Release, including the validity thereof, are to be governed by, and interpreted and
construed in accordance with, the laws of the State of Texas applicable to contracts executed in and to be performed in that
State.


 


12. Arbitration.
Any dispute or controversy arising under or in connection with this Release shall be resolved in accordance with Section
15 of the Employment Agreement.


 


13. Notices.
All notices or communications hereunder shall be made in accordance with Section 25 of the Employment Agreement:


 


THE EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS
RELEASE AND THAT HE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT HE HEREBY EXECUTES THE SAME AND MAKES THIS RELEASE
AND THE RELEASES PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS OWN FREE WILL.


 


[SIGNATURE PAGE
FOLLOWS]


 




    A-4


     

    

 


IN WITNESS WHEREOF, the parties have executed this
Release as of the date first set forth above.


 


	 	MICROVAST HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	EXECUTIVE
	 	 	 
	 	By:	 
	 	 	Name:  Yanzhuan (Leon) Zheng


 


 


A-5