Exhibit 10.1


 


November 29, 2022


 


David B. Jansen


c/o Solid Power, Inc.


 


Re: Appointment as Temporary Chief Executive
Officer


 


Dear Dave:


 


This letter agreement (this “Agreement”)
is entered into between you and Solid Power, Inc. (the “Company” or “we”), effective as of
the date set forth above (the “Effective Date”), to confirm the terms and conditions relating to your service as the
interim Chief Executive Officer of the Company beginning as of the Effective Date. For the avoidance of doubt, the terms of your existing
Letter Agreement dated August 5, 2021 shall continue in effect unless specifically modified by this Agreement. Subject to Section 6
hereof, it is expected that you will serve as the interim CEO of the Company until a permanent Chief Executive Officer of the Company
(the “Successor CEO”) is appointed (the “Interim CEO Service Period”). The Company will use its
reasonable efforts to appoint a Successor CEO expeditiously following the Effective Date. The terms of the existing Letter Agreement
as modified by this Agreement will continue to apply indefinitely until your termination of employment with the Company or until its
further amendment.


 


1.            Title;
Position. During the Interim CEO Service Period you will serve as the Company’s Chief Executive Officer and President. You will
continue to serve as the Chair of the Board of Directors (the “Board”), but shall also continue to report to the Board in
your role as Chief Executive Officer and President and will perform the duties and responsibilities customary for such position and such
other related duties as are reasonably assigned by the Board.


 


2.            Base
Salary. Your annual base salary from and after the Effective Date for so long as you are serving as an employee of the Company, is
$432,000 (“Salary”), which will be payable, less any applicable withholdings, in accordance with the Company’s
normal payroll practices. Your Salary will be subject to review and adjustment from time to time by our Board or its Compensation Committee
(the “Committee”), as applicable, in its sole discretion. For the avoidance of doubt, your annual bonus opportunity
for an applicable calendar year will be based on the total salary that you receive during such calendar year.


 


3.            CEO
Transition Incentive Award. Subject to your continued employment through first to occur of (i) the date the Successor CEO is
appointed and your provision of transition assistance to the Successor CEO for a period of three months thereafter, or (ii) the first
anniversary of the Effective Date (such date, the “Transition Period”), you will receive a transition award as follows:
a gross amount of $300,000, fifty percent (50%) of which will be paid to you in a lump sum in cash and fifty percent (50%) will be provided
in the form of fully-vested shares of the Company’s common stock (the “Transition Award”) with the number of
such shares determined based on the closing trading price of the Company’s shares on the last day of the Transition Period, each
of which will be provided to you as soon as practicable after the end of the Transition Period but no later than the second regularly
schedule payroll date thereafter. Notwithstanding the foregoing, and subject to the proviso below, (i) in the event your employment
is terminated without Cause or you resign your employment for Good Reason (each as defined in the Severance Plan described below) prior
to the end of the Transition Period or (ii) in the event that no Successor CEO is appointed by the Company as of the first anniversary
of the Effective Date, then the Transition Award will vest in full and will be paid on the same schedule set forth in the immediately
preceding sentence (for clarity, in the event that clause (i) is applicable to you, you shall also receive the severance award provided
under Section 4 hereof); provided, however, if, during the Transition Period, you resign your employment for Good Reason under prong
(ii) of such definition in the Severance Plan described below, you shall not be entitled to a Transition Award unless your resignation
is effective as of no earlier than the final day of the Transition Period.


 






     


     


    

 


4.            Severance.
You will continue to be eligible for participation in the Company’s Executive Change in Control and Severance Plan (the “Severance
Plan”) based on your level and seniority and in accordance with a revised Participation Agreement, which along with the Severance
Plan is attached hereto as Exhibit A. This amended and restated Participation Agreement will specify the severance
payments and benefits you could be eligible to receive in connection with certain terminations of your employment with the Company, and
will supersede and replace all prior negotiations, representations or agreements between you and the Company relating to severance and
change in control benefits, except that your stock options that are outstanding prior to the effective of the Severance Plan will continue
to be governed by their existing terms, including any change in control provisions set forth in the 2014 Equity Incentive Plan, as
amended and the applicable award agreements thereunder (collectively, the “Existing Equity Documents”).


 


5.            Restrictive
Covenant Agreement. In connection with the execution of this Agreement and the amended and restated Participation Agreement, you agree
to execute the Restrictive Covenant Agreement attached as Exhibit B hereto (the “Restrictive Covenant Agreement”).


 


6.            At-Will
Employment. This Agreement does not imply any right to your continued employment for any period with the Company or any parent, subsidiary,
or affiliate of the Company. Your employment with the Company is and will continue to be at-will, as defined under applicable law. This
Agreement and any provisions under it will not interfere with or limit in any way your or the Company’s right to terminate your
employment relationship with the Company at any time, with or without cause, to the extent permitted by applicable laws.


 


7.            Protected
Activity Not Prohibited. The Company and you acknowledge and agree that nothing in this Agreement limits or prohibits you from filing
and/or pursuing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding
that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission,
the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board
(“Government Agencies”), including disclosing documents or other information as permitted by law, without giving notice
to, or receiving authorization from, the Company. In addition, nothing in this Agreement is intended to limit employees’ rights
to discuss the terms, wages, and working conditions of their employment, nor to deny employees the right to disclose information pertaining
to sexual harassment or any unlawful or potentially unlawful conduct, as protected by applicable law. You further understand that you
are not permitted to disclose the Company’s attorney-client privileged communications or attorney work product. In addition, you
acknowledge that the Company has provided you with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from
liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit C.


 


8.            Miscellaneous.
This Agreement, together with the Confidentiality Agreement, the Severance Agreement and the stock options granted to you by the Company
under the Existing Equity Documents, constitute the entire agreement between you and the Company regarding the material terms and conditions
of your employment, and they supersede and replace all prior negotiations, representations or agreements between you and the Company.
This Agreement will be governed by the laws of the State of Colorado but without regard to the conflict of law provision. This Agreement
may be modified only by a written agreement signed by a duly authorized officer of the Company (other than yourself) and you.


 


[Signature page follows]


 






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To confirm the current terms and conditions of your employment, please
sign and date in the spaces indicated and return this Agreement to the undersigned.


 


		Sincerely,
	 	 
	 	SOLID POWER, INC.
	 	 	 
	 	By: 	/s/ James Liebscher
	 	 	Name: James Liebscher
	 	 	Title: Chief Legal Officer



 


	Agreed to and accepted:	 	 
	 	 	 
	/s/ David B. Jansen	 	 
	David B. Jansen	 	 



  


Signature
Page to Confirmatory Offer Letter


 






    	 		 



     


    

 


Exhibit A


 


Executive Change in Control and Severance Plan
and Participation Agreement


 


(see attached)


 






    	 		 



     


    

 


SOLID POWER, INC.


 


EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN


AND SUMMARY PLAN DESCRIPTION


 


1.            Introduction.
The purpose of this Solid Power, Inc. Executive Change in Control and Severance Plan (the “Plan”), effective as
of August 4, 2021 (the “Effective Date”), is to provide opportunities with respect to specified benefits to certain
employees of the Company whose employment may be involuntarily terminated other than for death, Disability, or Cause or terminated by
such employees for Good Reason under the circumstances described in the Plan. This Plan is an “employee welfare benefit plan,”
as defined in Section 3(1) of ERISA. This document is both the written instrument under which the Plan is maintained and the
required summary plan description for the Plan.


 


2.            Important
Terms. The following words and phrases, when the initial letter of the term is capitalized, will have the meanings set forth in this
Section 2, unless a different meaning is plainly required by the context:


 


2.1            “Administrator”
means the Company, acting through the Compensation Committee or another duly constituted committee of members of the Board, or any person
to whom the Administrator has delegated any authority or responsibility with respect to the Plan pursuant to Section 11, but only
to the extent of such delegation.


 


2.2            “Board”
means the Board of Directors of the Company.


 


2.3            “Cause”
has the meaning set forth in the Participant’s Participation Agreement or, if no definition is set forth therein, means that one
or more of the following has occurred: (i) the Participant’s conviction or indictment of, or plea of nolo contendere
to, a felony or other crime involving moral turpitude; (ii) the Participant’s willful refusal to comply with the lawful requests
made of him or her by the Company after written notice to him or her and the Participant’s failure to fully cure such willful refusal
within a reasonable period of time of not fewer than thirty (30) days after such notice, unless such willful refusal is not reasonably
susceptible of cure; (iii) material violation of the Company’s written policies, after written notice to the Participant from
the Company of such violation and the Participant’s failure to fully cure such violation within a reasonable period of time of not
fewer than thirty (30) days after such notice unless the violation is not reasonably susceptible of cure; or (iv) a material breach
by the Participant of any material provision of any material agreement between the Participant and the Company or its subsidiaries after
written notice to the Participant from the Company of such breach and the Participant’s failure to fully cure such breach within
a reasonable period of time of not fewer than thirty (30) days after such notice, unless the breach is not reasonably susceptible of cure.


 


2.4            “Change
in Control” means the occurrence of any of the following events:


 


(a)            Change
in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one
person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held
by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however,
that for purposes of this subsection (a), the acquisition of additional stock by any one Person, who is considered to own more than
fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control; provided, further,
that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the
Board also will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership
continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the
Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of fifty percent (50%)
or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be
considered a Change in Control under this subsection (a). For this purpose, indirect beneficial ownership will include, without limitation,
an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company,
as the case may be, either directly or through one or more subsidiary corporations or other business entities; or


 






    	 		 



     


    

 


(b)            Change
in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the Exchange
Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during
any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior
to the date of the appointment or election. For purposes of this subsection (b), if any Person is considered to be in effective control
of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or


 


(c)            Change
in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s
assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date
of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal
to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to
such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change
in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s
stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company
(immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent
(50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that
owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the
Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly,
by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the
assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such
assets.


 


For purposes of this definition,
persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase
or acquisition of stock, or similar business transaction with the Company.


 


Notwithstanding the foregoing,
a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning
of Code Section 409A.


 


Further and for the avoidance
of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s
incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by
the persons who held the Company’s securities immediately before such transaction. In addition, the reference to “Company”
in this definition shall be updated to the extent set forth in Section 20 of the Plan.


 


For clarity, the SPAC Closing
shall not constitute a Change in Control under the Plan.


 






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2.5            “Change
in Control Period” means the time period beginning on the date that is 3 months prior to a Change in Control and ending on the
date that is 12 months following a Change in Control.


 


2.6            “CIC
Qualifying Termination” has the meaning set forth in a Participant’s Participation Agreement.


 


2.7            “Code”
means the Internal Revenue Code of 1986, as amended.


 


2.8            “Company”
means (i) prior to the SPAC Closing, Solid Power, Inc., a Colorado corporation, and any successor that assumes the obligations
of the Company under the Plan, by way of merger, acquisition, consolidation or other transaction, and (ii) on and following the SPAC
Closing, Solid Power, Inc., a Delaware corporation (which entity, prior to the SPAC Closing, was known as DCRC (as defined below)),
and any successor that assumes the obligations of the Company under the Plan, by way of merger, acquisition, consolidation or other transaction.


 


2.9            “Compensation
Committee” means the Compensation Committee of the Board.


 


2.10           “Director”
means a member of the Board.


 


2.11           “Disability”
means “Disability” as defined in the Company’s long-term disability plan or policy then in effect with respect to that
Participant, as such plan or policy may be in effect from time to time, and, if there is no such plan or policy, a total and permanent
disability as defined in Code Section 22(e)(3).


 


2.12           “Equity
Awards” means a Participant’s outstanding stock options, stock appreciation rights, restricted stock, restricted stock
units, performance shares, performance stock units and any other Company equity compensation awards, in each case, granted on or after
the Effective Date.


 


2.13            “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


2.14            “Good
Reason” has the meaning set forth in the Participant’s Participation Agreement or, if no definition is set forth therein,
means the Participant’s resignation or departure from the Company (such that, as a result of such resignation or departure, the
Participant is no longer employed by the Company or any of its affiliates) by reason of or following the occurrence of any of the following
events without Participant’s express written consent: (i) a ten percent (10%) or greater reduction in Participant’s base
salary (unless such reduction is part of a program involving comparable reductions in compensation levels of other management personnel
of the Company (or its successor)); (ii) a material reduction in the Participant’s then currently assigned duties or responsibilities
with the Company; or (iii) a relocation of the Participant’s principal location of employment to a location fifty (50) miles
or further from the Participant’s principal location of employment as of the date Participant becomes a Participant in the Plan;
provided, however, that any such event shall not constitute grounds for “Good Reason” unless (x) Participant provides
written notice to the Company of the event claimed to constitute grounds for “Good Reason” within ninety (90) days of the
initial existence of such event; (y) the Company fails to remedy such condition within thirty (30) days of receiving such written
notice thereof (such period, the “Cure Period”); and (z) Participant actually terminates Participant’s employment
not more than one hundred twenty (120) days following the initial existence of the event claimed to constitute grounds for “Good
Reason”. For clarity, neither the SPAC Closing nor any changes to the Participant’s employer or duties and responsibilities,
in either case, in connection with the SPAC Closing, shall constitute grounds for resignation of “Good Reason” under the Plan.


 






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2.15           “Non-CIC
Qualifying Termination” has the meaning set forth in a Participant’s Participation Agreement.


 


2.16           “Participant”
means an employee of the Company or of any subsidiary of the Company who (a) has been designated by the Administrator to participate
in the Plan either by position or by name, and (b) has timely and properly executed and delivered a Participation Agreement to the
Company.


 


2.17           “Participation
Agreement” means the individual agreement (as will be provided in separate cover as Appendix A) provided by the Administrator
to a Participant under the Plan, which has been signed and accepted by the Participant.


 


2.18           “Plan”
means the Solid Power, Inc. Executive Change in Control and Severance Plan, as set forth in this document, and as hereafter amended
from time to time.


 


2.19           “Qualifying
Termination” means a CIC Qualifying Termination or a Non-CIC Qualifying Termination, as applicable.


 


2.20           “Section 409A
Limit” means 200% of the lesser of: (i) the Participant’s annualized compensation based upon the annual rate of pay
paid to the Participant during the Participant’s taxable year preceding the Participant’s taxable year of the Participant’s
termination of employment as determined under, and with such adjustments as are set forth in, Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and
any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under
a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Participant’s employment is terminated.


 


2.21           “Severance
Benefits” means the compensation and other benefits that the Participant will be provided in the circumstances described in
Section 4.


 


2.22           “SPAC
Closing” means the completion of the transactions contemplated by the business combination agreement and plan of reorganization
entered into between  Decarbonization Plus Acquisition Corporation III, a Delaware corporation (“DCRC”), DCRC
Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of DCRC, and Solid Power, Inc., a Colorado corporation, on June 15,
2021, as hereinafter may be amended by the parties thereto in accordance with its terms.


 


3.            Eligibility
for Severance Benefits. A Participant is eligible for Severance Benefits, as described in Section 4, only if he or she experiences
a Qualifying Termination.


 


4.            Qualifying
Termination. Upon a Qualifying Termination, subject to the Participant’s compliance with Section 6, the Participant will
be eligible to receive the following Severance Benefits as described in Participant’s Participation Agreement, subject to the terms
and conditions of the Plan and the Participant’s Participation Agreement:


 


4.1            Cash
Severance Benefits. Cash severance equal to the amount set forth in the Participant’s Participation Agreement.


 






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4.2            Continued
Medical Benefits. If the Participant, and any spouse and/or dependents of the Participant (“Family Members”) has
or have coverage on the date of the Participant’s Qualifying Termination under a group health plan sponsored by the Company, the
Company will reimburse the Participant the total applicable premium cost for continued group health plan coverage under the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) until the earliest of (a) the period of time following
the Participant’s employment termination as set forth in the Participant’s Participation Agreement, (b) the date the
Participant is no longer eligible to receive COBRA continuation coverage, and (c) the date on which Participant becomes eligible
to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the
Company by Participant); provided that the Participant validly elects and is eligible to continue coverage under COBRA for the Participant
and his Family Members. However, if the Company determines in its sole discretion that it cannot provide the COBRA reimbursement benefits
without potentially violating applicable laws (including, without limitation, Section 2716 of the Public Health Service Act and the
Employee Retirement Income Security Act of 1974, as amended), the Company will in lieu thereof provide to the Participant a lump sum payment
equal to the monthly COBRA premium (on an after-tax basis) that the Participant would be required
to pay to continue the group health coverage in effect on the date of the Participant’s termination of employment (which amount
will be based on the premium for the first month of COBRA coverage), paid each month, regardless of whether the Participant elects
COBRA continuation coverage, for the period of time following the Participant’s employment termination as set forth in the Participant’s
Participation Agreement.


 


4.3            Equity
Award Vesting Acceleration Benefit. Only to the extent specifically provided in the Participant’s Participation Agreement, a
portion of Participant’s Equity Awards will vest and, to the extent applicable, become immediately exercisable.


 


5.            Limitation
on Payments. In the event that the severance and other benefits provided for in this Plan or otherwise payable to a Participant (i) constitute
 “parachute payments” within the meaning of Section 280G of the Code (“280G Payments”), and (ii) but
for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”),
then the 280G Payments will be either:


 


1.              (x)            delivered
in full, or


 


2.              (y)           delivered
as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing
amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results
in the receipt by Participant on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such
benefits may be taxable under Section 4999 of the Code. If a reduction in the 280G Payments is necessary so that no portion of such
benefits are subject to the Excise Tax, reduction will occur in the following order: (i) cancellation of awards granted “contingent
on a change in ownership or control” (within the meaning of Code Section 280G); (ii) a pro rata reduction of (A) cash
payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A of
the Code; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation
and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting
equity awards that are subject to Section 409A as deferred compensation and (B) equity awards not subject to Section 409A.
In the event that acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse
order of the date of grant of a Participant’s equity awards.


 


A nationally recognized professional services
firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the
 “Firm”) will make any determination required under this Section 5. Such determinations will be made in writing
by the Firm and any good faith determinations of the Firm will be conclusive and binding upon Participant and the Company. For purposes
of making the calculations required by this Section 5 the Firm may make reasonable assumptions and approximations concerning applicable
taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Participant
and the Company will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination
under this Section 5. The Company will bear all costs the Firm may incur in connection with any calculations contemplated by this
Section 5.


 






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6.            Conditions
to Receipt of Severance.


 


6.1            Release
Agreement. As a condition to receiving the Severance Benefits (and any portion thereof), each Participant will be required to sign
and not revoke in the time provided by the Company to do so a separation and release of claims agreement in a form reasonably satisfactory
to the Company (the “Release”), which Release shall release the Company, each of its affiliates, and each of the foregoing
entities’ respective shareholders, members, partners, officers, managers, directors, predecessors, successors, fiduciaries, employees,
representatives, agents and benefit plans (and fiduciaries of such plans) from any and all claims and any and all causes of action arising
out of the Participant’s employment, engagement, or affiliation with the Company or any of its affiliates or the termination of
such employment, engagement or affiliation, but excluding (i) all claims to Severance Benefits that the Participant may be owed hereunder
or any other consideration set forth in the Release, (ii) indemnification rights the Participant may have by reason of being a director
or officer of the Company or subsidiary (or any related advancement of expenses, and/or contribution claims or rights the Participant
may have), including any rights under any director and officer liability policy or indemnification agreement, (iii) rights to any
accrued compensation or benefits that Participant may have, or (iv) any other rights or claims that Participant may have that may
not be released under applicable law. In all cases, the Release must have become effective and irrevocable no later than the 60th day
following the Participant’s Qualifying Termination (the “Release Deadline Date”). If the Release does not become
effective and irrevocable by the Release Deadline Date (or, if earlier, the time provided by the Company to consider, return, and not
revoke the Release, as may be set forth within the Release itself), the Participant will forfeit any right to the Severance Benefits.
In no event will the Severance Benefits be paid or provided until the Release becomes effective and irrevocable.


 


6.2            Confidential
Information. A Participant’s receipt of, Severance Benefits will be subject to the Participant continuing to comply with the
terms of any confidentiality, proprietary information and inventions agreement between the Participant and the Company (or any affiliate
of the Company).


 


6.3            Non-Disparagement.
As a condition to receiving Severance Benefits under this Plan, the Participant agrees that, following the Participant’s termination,
the Participant will not knowingly disparage, libel, slander, or otherwise make any materially derogatory statements regarding the Company
(or any of its affiliates) or any of their respective officers or directors. Notwithstanding the foregoing, nothing contained in the Plan
will be deemed to restrict the Participant from (i) providing information to any governmental or regulatory agency or body (or in
any way limit the content of any such information) to the extent the Participant is required to provide such information pursuant a subpoena
or as otherwise required by applicable law or regulation, or in accordance with any governmental investigation or audit relating to the
Company or (ii) making any other disclosures that are protected under the whistleblower provisions of any applicable law.


 


6.4            Other
Requirements. Severance Benefits under this Plan shall terminate immediately for a Participant if such Participant, at any time, violates
any agreement with the Company or its affiliates and/or the provisions of this Section 6.


 


7.            Timing
of Severance Benefits. Unless otherwise provided in a Participant’s Participation Agreement, provided that the Release has become
effective and irrevocable by the Release Deadline Date and subject to Section 9, the Severance Benefits will be paid, or in the case
of installments, will commence, on the first Company payroll date following the Release Deadline Date (such payment date, the “Severance
Start Date”), and any Severance Benefits otherwise payable to the Participant during the period immediately following the Participant’s
termination of employment with the Company (or any parent or subsidiary or other Company affiliate). through the Severance Start Date
will be paid in a lump sum (without interest) to the Participant on the Severance Start Date, with any remaining payments to be made as
provided in this Plan and the Participant’s Participation Agreement.


 






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8.            Exclusive
Benefit. Except as otherwise specifically provided in the Participant’s Participation Agreement, the Severance Benefits shall
be the exclusive benefit for a Participant related to termination of employment with the Company (or any parent or subsidiary or other
Company affiliate).


 


9.            Section 409A.


 


9.1            Notwithstanding
anything to the contrary in this Plan, no Severance Benefits to be paid or provided to a Participant, if any, under this Plan that, when
considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A
of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the
 “Deferred Payments”) will be paid or provided until the Participant has a “separation from service” within
the meaning of Section 409A. Similarly, no Severance Benefits payable to a Participant, if any, under this Plan that otherwise would
be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until the Participant
has a “separation from service” within the meaning of Section 409A.


 


9.2            It
is intended that none of the Severance Benefits will constitute Deferred Payments but rather will be exempt from Section 409A as
a payment that would fall within the “short-term deferral period” as described in Section 9(c) below or resulting
from an involuntary separation from service as described in Section 9(d) below. In no event will a Participant have discretion
to determine the taxable year of payment of any Deferred Payment.


 


9.3            Notwithstanding
anything to the contrary in this Plan, if a Participant is a “specified employee” within the meaning of Section 409A
at the time of the Participant’s separation from service (other than due to death), then the Deferred Payments, if any, that are
payable within the first 6 months following the Participant’s separation from service, will become payable on the date 6 months
and 1 day following the date of the Participant’s separation from service. All subsequent Deferred Payments, if any, will be payable
in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the
event of the Participant’s death following the Participant’s separation from service, but before the 6 month anniversary of
the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively
practicable after the date of the Participant’s death and all other Deferred Payments will be payable in accordance with the payment
schedule applicable to each payment or benefit. Each payment and benefit payable under this Plan is intended to constitute a separate
payment under Section 1.409A-2(b)(2) of the Treasury Regulations.


 


9.4            Any
amount paid under this Plan that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of
the Treasury Regulations will not constitute Deferred Payments for purposes of this Section 9.


 


9.5            Any
amount paid under this Plan that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of
the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Payments for purposes of this Section 9.


 






    	 	7	 



     


    

 


9.6            The
foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so that none of the Severance
Benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply
or be exempt. Notwithstanding anything to the contrary in the Plan, including but not limited to Sections 11 and 13, the Company
reserves the right to amend the Plan as it deems necessary or advisable, in its sole discretion and without the consent of the Participants,
to comply with Section 409A or to avoid income recognition under Section 409A prior to the actual payment of Severance Benefits
or imposition of any additional tax. In no event will the Company reimburse a Participant for any taxes or other costs that may be imposed
on the Participant as result of Section 409A.


 


10.            Withholdings.
The Company (or any parent or subsidiary or other Company affiliate employing Participant) will withhold from any Severance Benefits all
applicable U.S. federal, state, local and non-U.S. taxes required to be withheld and any other required payroll deductions.


 


11.            Administration.
The Company is the administrator of the Plan (within the meaning of section 3(16)(A) of ERISA). The Plan will be administered and
interpreted by the Administrator (in his or her sole discretion). The Administrator is the “named fiduciary” of the Plan for
purposes of ERISA and will be subject to the fiduciary standards of ERISA when acting in such capacity. Any decision made or other action
taken by the Administrator with respect to the Plan, and any interpretation by the Administrator of any term or condition of the Plan,
or any related document, will be conclusive and binding on all persons and be given the maximum possible deference allowed by law. In
accordance with Section 2(a), the Administrator (a) may, in its sole discretion and on such terms and conditions as it may provide,
delegate in writing to one or more officers of the Company all or any portion of its authority or responsibility with respect to the Plan,
and (b) has the authority to act for the Company (in a non-fiduciary capacity) as to any matter pertaining to the Plan; provided,
however, that any Plan amendment or termination or any other action that reasonably could be expected to increase materially the cost
of the Plan must be approved by the Board.


 


12.            Eligibility
to Participate. To the extent that the Administrator has delegated administrative authority or responsibility to one or more officers
of the Company in accordance with Sections 2(a) and 11, each such officer will not be excluded from participating in the Plan
if otherwise eligible, but he or she is not entitled to act upon or make determinations regarding any matters pertaining specifically
to his or her own benefit or eligibility under the Plan. The Administrator will act upon and make determinations regarding any matters
pertaining specifically to the benefit or eligibility of each such officer under the Plan.


 


13.            Term.
Subject to the terms of this paragraph, this Plan will have a term of 2 years commencing on the Effective Date (the “Initial
Term”). At the end of the Term, this Plan will renew automatically for additional one year terms (each, an “Additional
Term” and together with the Initial Term, the “Term”) unless the Administrator provides the Participant notice
of non-renewal at least 30 days prior to the date of automatic renewal. The Administrator may decide to sooner terminate this Plan before
the end of the Term in accordance with Section 14 below or if the affected Participant consents to an earlier termination. Any termination
of this Plan by the Administrator must be in writing and will be taken in a non-fiduciary capacity. Neither the lapse of this Plan by
its terms nor the termination of this Plan by the Company will by itself constitute termination of employment or grounds for a Good Reason.
Further, if a Change in Control occurs when there are fewer than 3 months remaining during the Term, the Term will extend automatically
through the date that is 12 months following the date of the Change in Control (unless the affected Participant consents to an earlier
termination). Notwithstanding the foregoing, if during the Term, an initial occurrence of an act or omission by the company constituting
the grounds for “Good Reason” in accordance with the definition herein has occurred (the “Initial Grounds”),
and the expiration date of the Cure Period (as such defined herein) with respect to such Initial Grounds could occur following the expiration
of the Term, the Term will extend automatically through the date that is 30 days following the expiration of the Cure Period, but such
extension of the Term will only apply with respect to the Initial Grounds.


 






    	 	8	 



     


    

 


14.            Amendment
or Termination. The Company, by action of the Administrator, reserves the right to amend or terminate the Plan at any time, without
advance notice to any Participant and without regard to the effect of the amendment or termination on any Participant or on any other
individual; provided, however, that any amendment or termination of the Plan that is materially detrimental to a Participant prior
to such amendment or termination of the Plan will not be effective with respect to such Participant without such Participant’s prior
written consent. Any amendment or termination of the Plan will be in writing. Notwithstanding the foregoing, any amendment to the Plan
that (a) causes an individual to cease to be a Participant, or (b) reduces or alters to the detriment of the Participant the
Severance Benefits potentially payable to that Participant (including, without limitation, imposing additional conditions or modifying
the timing of payment), will not be effective without that Participant’s written consent. Any action of the Company in amending
or terminating the Plan will be taken in a non-fiduciary capacity.


 


15.            Claims
and Appeals.


 


15.1            Claims
Procedure. Any employee or other person who believes he or she is entitled to any Severance Benefits may submit a claim in writing
to the Administrator within 90 days of the earlier of (i) the date the claimant learned the amount of his or her Severance Benefits
or (ii) the date the claimant learned that he or she will not be entitled to any Severance Benefits. If the claim is denied (in full
or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions
of the Plan on which the denial is based. The notice also will describe any additional information needed to support the claim and the
Plan’s procedures for appealing the denial. The denial notice will be provided within 90 days after the claim is received. If special
circumstances require an extension of time (up to 90 days), written notice of the extension will be given within the initial 90-day period.
This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator
expects to render its decision on the claim.


 


15.2            Appeal
Procedure. If the claimant’s claim is denied, the claimant (or his or her authorized representative) may apply in writing to
the Administrator for a review of the decision denying the claim. Review must be requested within 60 days following the date the claimant
received the written notice of their claim denial or else the claimant loses the right to review. The claimant (or representative) then
has the right to review and obtain copies of all documents and other information relevant to the claim, upon request and at no charge,
and to submit issues and comments in writing. The Administrator will provide written notice of its decision on review within 60 days after
it receives a review request. If additional time (up to 60 days) is needed to review the request, the claimant (or representative) will
be given written notice of the reason for the delay. This notice of extension will indicate the special circumstances requiring the extension
of time and the date by which the Administrator expects to render its decision. If the claim is denied (in full or in part), the claimant
will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Plan on which
the denial is based. The notice also will include a statement that the claimant will be provided, upon request and free of charge, reasonable
access to, and copies of, all documents and other information relevant to the claim and a statement regarding the claimant’s right
to bring an action under Section 502(a) of ERISA.


 


16.            Attorneys’
Fees. The Company and each Participant shall each bear their own expenses, legal fees and other fees incurred in connection with this
Plan and any claim for benefits hereunder.


 


17.            Source
of Payments. All payments under the Plan will be paid from the general funds of the Company; no separate fund will be established
under the Plan, and the Plan will have no assets. No right of any person to receive any payment under the Plan will be any greater than
the right of any other general unsecured creditor of the Company.


 






    	 	9	 



     


    

 


18.            Inalienability.
In no event may any current or former employee of the Company or any of its subsidiaries or affiliates sell, transfer, anticipate, assign
or otherwise dispose of any right or interest under the Plan. At no time will any such right or interest be subject to the claims of creditors
nor liable to attachment, execution or other legal process.


 


19.            No
Enlargement of Employment Rights. Neither the establishment or maintenance or amendment of the Plan, nor the making of any benefit
payment hereunder, will be construed to confer upon any individual any right to continue to be an employee of the Company or any of its
affiliates for any particular period of time, as nothing herein alters the at-will employment relationship between any Participant and
the Company or, if applicable, any of its affiliates. The Company expressly reserves the right to discharge any of its employees at any
time, with or without cause. However, as described in the Plan, a Participant may be entitled to Severance Benefits depending upon the
circumstances of his or her termination of employment.


 


20.            Successors.
Any successor to the Company of all or substantially all of the Company’s business and/or assets (whether direct or indirect and
whether by purchase, merger, consolidation, liquidation or other transaction) will assume the obligations under the Plan and agree expressly
to perform the obligations under the Plan in the same manner and to the same extent as the Company would be required to perform such obligations
in the absence of a succession. For all purposes under the Plan, the term “Company” will include any successor to the Company’s
business and/or assets which become bound by the terms of the Plan by operation of law, or otherwise, and specifically with respect to
the “Change in Control” definition, will mean the ultimate parent of any such successor, unless otherwise determined by the
Administrator prior to such purchase, merger, consolidation, liquidation or other transaction.


 


21.            Applicable
Law. The provisions of the Plan will be construed, administered and enforced in accordance with ERISA and, to the extent applicable,
the internal substantive laws of the state of Colorado (but not its conflict of laws provisions).


 


22.            Severability.
If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability will not affect any other provision
of the Plan, and the Plan will be construed and enforced as if such provision had not been included.


 


23.            Headings.
Headings in this Plan document are for purposes of reference only and will not limit or otherwise affect the meaning hereof.


 


24.            Indemnification.
The Company hereby agrees to indemnify and hold harmless the officers and employees of the Company, and the members of its Board, from
all losses, claims, costs or other liabilities arising from their acts or omissions in connection with the administration, amendment or
termination of the Plan, to the maximum extent permitted by applicable law. This indemnity will cover all such liabilities, including
judgments, settlements and costs of defense. The Company will provide this indemnity from its own funds to the extent that insurance does
not cover such liabilities. This indemnity is in addition to and not in lieu of any other indemnity provided to such person by the Company.


 


25.            Additional
Information.


 


	Plan Name:	Solid Power, Inc. Executive Change in Control and Severance
Plan
	 	 
	Plan Sponsor:	Solid Power, Inc.
	 	486 S Pierce Ave Suite E
	 	Louisville, CO 80027
	 	(303) 717-5714



 






    	 	10	 



     


    

 





	Identification Numbers:	EIN:
	 	PLAN:
	 	 
	Plan Year:	Company’s fiscal year
	 	 
	Plan Administrator:	Solid Power, Inc.
	 	Attention: Administrator of the Solid Power, Inc. Executive Change in Control and Severance Plan
	 	486 S Pierce Ave Suite E
	 	Louisville, CO 80027
	 	[* * *]
	 	 
	Agent for Service of Legal Process:	Solid Power, Inc.
	 	Attention: President
		
	 	486 S Pierce Ave Suite E
	 	Louisville, CO 80027
	 	 
	 	Service of process also may be made upon the Administrator.
	 	[* * *]
	 	 
	Type of Plan	Severance Plan/Employee Welfare
Benefit Plan
	 	 
	Plan Costs	The cost of the Plan is paid by
the Company.



  


26.            Statement
of ERISA Rights.


 


As a Participant under the
Plan, you have certain rights and protections under ERISA:


 


1.     You
may examine (without charge) all Plan documents, including any amendments and copies of all documents filed with the U.S. Department of
Labor. These documents are available for your review in the Company’s human resources department.


 


2.     You
may obtain copies of all Plan documents and other Plan information upon written request to the Administrator. A reasonable charge may
be made for such copies.


 


In addition to creating rights
for Participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan
(called “fiduciaries”) have a duty to do so prudently and in the interests of you and the other Participants. No one, including
the Company or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit
under the Plan or exercising your rights under ERISA. If your claim for a severance benefit is denied, in whole or in part, you must receive
a written explanation of the reason for the denial. You have the right to have the denial of your claim reviewed. (The claim review procedure
is explained in Section 14 above.)


 


Under ERISA, there are steps
you can take to enforce the above rights. For example, if you request materials and do not receive them within 30 days, you may file suit
in a federal court. In such a case, the court may require the Administrator to provide the materials and to pay you up to $110 a day until
you receive the materials, unless the materials were not sent due to reasons beyond the control of the Administrator. If you have a claim
which is denied or ignored, in whole or in part, you may file suit in a federal court. If it should happen that you are discriminated
against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court.


 






    	 	11	 



     


    

 


In any case, the court will
decide who will pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs
and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds that your claim is frivolous.


 


If you have any questions
regarding the Plan, please contact the Administrator. If you have any questions about this statement or about your rights under ERISA,
you may contact the nearest area office of the Employee Benefits Security Administration (formerly the Pension and Welfare Benefits Administration),
U.S. Department of Labor, listed in your telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits
Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington, D.C. 20210. You also may obtain certain publications
about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.


 






    	 	12	 



     


    

 


Appendix A


 


Participation Agreement


 


(see attached)


 






    	 		 



     


    

 


Solid Power, Inc. Executive Change in Control
and Severance Plan

Amended and Restated Participation Agreement


 


Solid Power, Inc. (the
 “Company”) is pleased to inform you, the undersigned that the Company is amending and restating the terms of the Participation
Agreement previously provided to you when you were initially selected to participate in the Company’s Executive Change in Control
and Severance Plan (the “Plan”) as a Participant.


 


A copy of the Plan was delivered
to you with this Participation Agreement. Your participation in the Plan is subject to all of the terms and conditions of the Plan. The
capitalized terms used but not defined herein will have the meanings ascribed to them in the Plan.


 


The Plan describes in detail
certain circumstances under which you may become eligible for Severance Benefits. As described more fully in the Plan, you may become
eligible for certain Severance Benefits if you experience a Qualifying Termination.


 


1.            Non-CIC
Qualifying Termination. Upon your Non-CIC Qualifying Termination, subject to the terms and conditions of the Plan, you will receive:


 


(a)            Cash
Severance Benefits. A lump sum payment equal to the sum of (i) 12 months of your base salary plus (ii) 100% of your annual
bonus for the full year of your termination (as if you had worked for the entire performance period) determined based on your and the
Company’s actual performance (less applicable withholding taxes) through the end of the year in which your Qualifying Termination
occurs and which annual bonus, if any, will be paid to you at the same time annual bonuses are paid to other senior executives of the
Company.


 


(b)            Continued
Medical Benefits. Your reimbursement of continued health coverage under COBRA or taxable lump sum payments in lieu of reimbursement,
as applicable, and as described in Section 4.2 of the Plan will be provided for a period 12 months following the date of your Qualifying
Termination.


 


2.            CIC
Qualifying Termination. Upon your CIC Qualifying Termination, subject to the terms and conditions of the Plan, you will receive:


 


(a)            Cash
Severance Benefits. A lump sum payment equal to the sum of: (i) 18 months of your base salary plus (ii) 100% of your
annual target bonus in effect for the year of the CIC Qualifying Termination (less applicable withholding taxes).


 


(b)            Continued
Medical Benefits. Your reimbursement of continued health coverage under COBRA or taxable lump sum payments in lieu of reimbursement,
as applicable, and as described in Section 4.2 of the Plan, will be provided for a period of 12 months following the date of your
Qualifying Termination.


 


(c)            Equity
Award Vesting Acceleration. 100% of your then-outstanding and unvested Equity Awards will become vested in full and, to the extent
applicable, become immediately exercisable (it being understood that forfeiture of any equity awards due to termination of employment
will be tolled to the extent necessary to implement this section (c)). If, however, an outstanding Equity Award is to vest and/or the
amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to
100% of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance
period(s).


 






    	 		 



     


    

 


3.            Definitions.


 


(a)            CIC
Qualifying Termination. “CIC Qualifying Termination” means your termination of employment with the Company (or
any parent or subsidiary of the Company) within the Change in Control Period by (i) you for Good Reason, or (ii) the Company
(or any parent or subsidiary of the Company) without Cause (excluding by reason of your death or Disability) such that, as a result of
any termination described in this definition, you are no longer employed by the Company or any of its affiliates.


 


(b)            Non-CIC
Qualifying Termination. “Non-CIC Qualifying Termination” means your termination of employment with the Company
(or any parent or subsidiary of the Company) outside the Change in Control Period by (i) you for Good Reason, or (ii) the Company
(or any parent or subsidiary of the Company) without Cause (excluding by reason of your death or Disability) such that, as a result of
any termination described in this definition, you are no longer employed by the Company or any of its affiliates.


 


4.            Non-Duplication
of Payment or Benefits. If (a) your Qualifying Termination occurs prior to a Change in Control that qualifies you for Severance
Benefits under Section 1 of this Participation Agreement and (b) a Change in Control occurs within the 3-month period following
your Qualifying Termination that qualifies you for the superior Severance Benefits under Section 2 of this Participation Agreement,
then (i) you will cease receiving any further payments or benefits under Section 1 of this Participation Agreement and (ii) the
Cash Severance Benefits, Continued Medical Benefits, and Equity Award Vesting Acceleration, as applicable, otherwise payable under Section 2
of this Participation Agreement each will be offset by the corresponding payments or benefits you already received under Section 1
of this Participation Agreement in connection with your Qualifying Termination (if any).


 


5.            Exclusive
Benefit.  In accordance with Section 8 of the Plan, the benefits, if any, provided under this Plan will be your exclusive
benefits related to the termination of your employment with the Company and/or a change in control of the Company and will supersede and
replace any severance and/or change in control benefits set forth in any offer letter, employment or severance agreement and/or other
agreement between the Participant and the Company or any of its affiliates. For the avoidance of doubt, the Plan shall not supersede or
replace any change in control provisions set forth in the Company’s 2014 Equity Incentive Plan, as amended and the applicable
award agreements thereunder or any equity-based plan, and those provisions shall continue to apply with respect to your outstanding Company
equity awards in effect prior to the Effective Date.


 


In order to receive any Severance
Benefits for which you otherwise become eligible under the Plan, you must timely sign and deliver to the Company the Release, which must
have become effective and irrevocable within the requisite period, and otherwise comply with the requirements under Section 6 of
the Plan.


 


By your signature below, you
and the Company agree that your participation in the Plan is governed by this Participation Agreement and the provisions of the Plan.
Your signature below confirms that: (1) you have received a copy of the Executive Change in Control and Severance Plan and Summary
Plan Description; (2) you have carefully read this Participation Agreement and the Executive Change in Control and Severance Plan
and Summary Plan Description and you acknowledge and agree to its terms in accordance with the terms of the Plan and this Participation
Agreement; and (3) decisions and determinations by the Administrator under the Plan will be final and binding on you and your successors.


 


[Signature page follows]


 






    	 	2	 



     


    

 


	SOLID POWER, INC.	 	PARTICIPANT
	 	 	 
	/s/ James Liebscher	 	/s/
David B. Jansen
	Signature	 	Signature
	 	 	 
	James Liebscher	 	David
B. Jansen
	Name	 	Name
	 	 	 
	Chief Legal Officer	 	November 29,
2022
	Title	 	Date



 


Attachment:        Solid
Power, Inc. Executive Change in Control and Severance Plan and Summary Plan Description


 


[Signature page to the Participation Agreement]


 






    	 		 



     


    

 


Exhibit B


 


Restrictive Covenant Agreement


 


See attached.


 






    	 		 



     


    

 


NOTIFICATION FOR COLORADO EMPLOYEES


OF NONCOMPETE REQUIREMENT


 


This is to notify you in accordance
with Colo. Rev. Stat. § 8-2-113 that the attached Restrictive Covenant Agreement (the “Agreement”) contains a covenant
not to compete that could restrict your options for subsequent employment following your separation from employment with Solid Power, Inc.
(the “Company”).


 


Section 2 of the Agreement
contains the terms of the covenant not to compete. Attached is a copy of the Agreement.


 


Employee Acknowledgement:


 


This is to acknowledge that
I have received a copy of the Agreement and have been given an opportunity to review it before I accept the Company’s offer.


 


I understand that the Agreement
contains a covenant not to compete that could restrict my options for subsequent employment following my separation from employment with
Solid Power, Inc. I acknowledge that it is my responsibility to read, understand and comply with such covenant.


 


	/s/ David B. Jansen	 	 
	David Jansen	 	 
	 	 	 
	November 29, 2022	 	 
	Date	 	 



 






    	 		 



     


    

 


SOLID POWER, INC.


RESTRICTIVE COVENANT AGREEMENT


 


This Restrictive Covenant
Agreement (“Agreement”) is made and entered into on November 29, 2022 (the “Effective Date”),
by and between David B. Jansen (“I” or “me”) on the one hand, and Solid Power, Inc. (the “Company”
and, together with me, collectively, the “Parties”) on the other hand. In consideration of the mutual promises and
covenants contained herein, it is hereby agreed by and between the Parties as follows:


 


		1.	Consideration.



 


In consideration for my covenants
in this Agreement, the Company agrees to pay me the consideration referenced in that certain Revised Offer Letter and Participation Agreement
dated November 29, 2022 (the “Revised Offer Letter”), including but not limited to the increase in Base Salary
referenced in Section 2 thereto and, as applicable, the CEO Transition Incentive Award referenced in Section 3 thereto and the
Severance referenced in Section 4 thereto. These payments shall be referred to as the “Consideration.” The Consideration
shall be paid as, and to the extent, set forth in the Revised Offer Letter.


 


2.            Non-Competition
and Non-Solicitation of Employee Covenants.


 


A.            Executive
or Management Level Position and Protection of Trade Secrets. I acknowledge that (i) I serve as an executive on the Company’s
executive team and have access to the Company’s trade secrets during my employment with the Company, and (ii) this Agreement
is necessary to protect the Company’s trade secrets and to protect the Company from unfair competition by me for the period and
in the locations stated below.


 


B.            Covenants.


 


I.             Non-Competition.
To the fullest extent permitted under applicable law, and in order to protect the Company’s trade secrets, I agree that for
a period of twenty-four (24) months immediately following the termination of my employment by the Company for any reason (the “Restricted
Period”), I will not, in the Covered Area (as defined below), participate in the ownership, management, operation, financing
or control of, or be employed by or consult for or otherwise render services to, any person, corporation, firm or other entity that competes
with the Company in the design, development, manufacture, production, marketing and sales of products and services relating to sulfide
solid-state rechargeable batteries (the “Business”), unless my participation, employment, consultation or rendition
of services is solely in a capacity that is not competitive with the Business of the Company. For the purposes of this Agreement “Covered
Area” means in any of the cities, counties, states and/or provinces where I performed services for the Company, including, but
not limited to any of the cities, counties, states and/or provinces within the geographic area in which the Company operates or markets
its services or products as of the time of the termination of employment.


 


II.            Non-Solicitation
of Customers. To the fullest extent permitted under applicable law, I hereby agree that during the Restricted Period, I
will not directly or indirectly solicit any of the Company’s actual customers or vendors with which I have had any contact at any
time during my employment to cease doing business with the Company, to reduce the quantity of their business with the Company or to purchase
products or services that are competitive with the Business of the Company.


 


III.           Non-Solicitation
of Employees. To the fullest extent permitted under applicable law, I hereby agree that during the Restricted Period, I
will not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees, contractors or consultants
to terminate their relationship with the Company or to become employed or engaged as a consultant by me or any other third party.


 






    	 	Restrictive Covenant Agreement
Page 1 of 3
	 



     


    

 


3.            Non-Disparagement.


 


I agree not to disparage the
Company and its officers, directors, employees, shareholders, investors and agents, in any manner likely to be harmful to them or their
business, business reputation or personal reputation.  Nothing in this Section or this Agreement will be interpreted or construed
to prevent me from giving truthful testimony to any law enforcement officer, court, administrative proceeding or as part of an investigation
by the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration,
the Securities and Exchange Commission or any other federal, state or local governmental agency or commission charged with the enforcement
of any laws (collectively, the “Government Agencies”).  In addition, this Agreement does not limit my ability
to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government
Agencies. Nothing in this Section or this Agreement is intended to prohibit or restrain me in any manner from making any other disclosures
that are protected under federal law or regulation or under other applicable law or regulation (including disclosures that are protected
under the whistleblower provisions of any federal or state law).


 


4.            Miscellaneous.


 


A.            Enforcement.
I agree and acknowledge that in the event of a breach of any of the provisions of Section 2 or Section 3, any unpaid portion
of the Consideration shall be forfeited. In addition, the Company and/or its respective successors would sustain irreparable harm, and,
therefore, I agree that in addition to any other remedies which the Company may have under this Agreement or otherwise, the Company
shall be entitled to obtain equitable relief, including, but not limited to, specific performance, temporary restraining orders and preliminary
and permanent injunctive relief restraining me from committing or continuing any such violation of Section 2 or Section 3 as
may be determined by a court of competent jurisdiction. The Restricted Period shall be extended for the period equal to the time period
that I am in breach of any provision of Section 2.


 


B.            Acknowledgements.
I acknowledge that the value of the Company’s trade secrets, goodwill, and customer relationships is substantial. I further acknowledge
that the Company and its affiliated entities engage in the Business globally and throughout the Covered Area and that the Business is
very competitive. I further acknowledge that the Company plans to continue to engage in the Business globally and throughout the Covered
Area during the Restricted Period. I further acknowledge that competition by me with the Business may severely injure the Business and
impair the goodwill owned by the Company, and agree that the covenants in Section 2 are reasonable and necessary (i) in terms
of geographic scope, duration and range of activities; and (ii) to protect the Company’s trade secrets, goodwill, customer
relationships and stable workforce and other reasonable competitive business interests of the Company, all as may be determined by a court
of competent jurisdiction.


 


C.            Savings.
If any provision of Section 2 or Section 3 or any part of any such provision is held under any circumstances to be invalid
or unenforceable by a court of competent jurisdiction, then: (i) such provision or part thereof shall, with respect to such circumstances
and in such jurisdiction, be modified by such arbitrator or court to conform to applicable laws so as to be valid and enforceable to the
fullest possible extent; (ii) the invalidity or unenforceability of such provision or part thereof under such circumstances and in
such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in
any other jurisdiction; and (iii) the invalidity or unenforceability of such provision or part thereof shall not affect the validity
or enforceability of the remainder of such provision or the validity or enforceability of any other provision of Section 2 or Section 3.


 


D.            Governing
Law; Consent to Personal Jurisdiction. This Agreement will be governed by the laws of the State of Colorado without giving effect
to any choice-of-law rules or principles that may result in the application of the laws of any jurisdiction other than Colorado.
To the extent that any lawsuit is permitted under this Agreement, I hereby expressly consent to the personal jurisdiction of the
state and federal courts located in Colorado for any lawsuit filed against me by the Company.


 






    	 	Restrictive Covenant Agreement
Page 2 of 3
	 



     


    

 


E.            Entire
Agreement. This Agreement, together with the Revised Offer Letter (as defined above), the Company’s Executive Change in Control
and Severance Plan, Stock Option Grant 20-ISO under the Solid Power, Inc. 2014 Equity Incentive Plan, pursuant to the Amended and
Restated Option Agreement, Stock Option Grant 99-ISO and 99-NQ under the Solid Power, Inc. 2014 Equity Incentive Plan, pursuant to
the Amended and Restated Option Agreement, Stock Option Grant 148-NQSO under the Solid Power, Inc. 2021 Equity Incentive Plan, pursuant
to the Terms and Conditions of Stock Option Grant (Executive), Restricted Stock Unit Grant RSU-176 under the Solid Power, Inc. 2021
Equity Incentive Plan, pursuant to the Terms and Conditions of Restricted Stock Unit Grant (Executive), sets forth the entire agreement
and understanding between the Company and me relating to the subject matter herein and supersedes all prior discussions or representations
between us, including, but not limited to, any representations made during my interview(s) or relocation negotiations, whether written
or oral. I agree that nothing in this Agreement shall affect my continuing obligations under the Confidential Information, Invention
Assignment and Arbitration Agreement during and after the Restricted Period. No modification of or amendment to this Agreement, nor any
waiver of any rights under this Agreement, will be effective unless in writing signed by the Chief Executive Officer of the Company and
me. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.


 


F.            Successors
and Assigns. This Agreement will be binding upon my heirs, executors, assigns, administrators and other legal representatives, and
will be for the benefit of the Company, its successors and its assigns. There are no intended third-party beneficiaries to this Agreement,
except as expressly stated.


 


G.            Waiver.
Waiver by either party of a breach of any provision of this Agreement will not operate as a waiver of any other or subsequent breach.


 


H.            Survivorship.
The rights and obligations of the parties to this Agreement will survive termination of my employment with the Company.


 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement, effective as set forth above.


 


		SOLID POWER, INC.
	 	 
	 	By:	/s/ James Liebscher
	 	Name:	James Liebscher
	 	Title:	Chief Legal Officer
	 	 	 
	 	DAVID B. JANSEN
	 	 
	 	/s/ David B. Jansen



 






    	 	Restrictive Covenant Agreement
Page 3 of 3
	 



     


    

 


Exhibit C


 


Section 7 of the Defend Trade Secrets Act
of 2016


 


“ . . . An individual shall not be held
criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in
confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for
the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in
a lawsuit or other proceeding, if such filing is made under seal. . . . An individual who files a lawsuit for retaliation by an employer
for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information
in the court proceeding, if the individual—(A) files any document containing the trade secret under seal; and (B) does
not disclose the trade secret, except pursuant to court order.”