Exhibit 10.6


 


October 25, 2021


 


Steve Fuhrman





c/o Solid Power, Inc.


 


Re:
Confirmatory Employment Letter


 


Dear Steve:


 


This confirmatory employment
letter agreement (the "Agreement") is entered into between you and Solid Power, Inc. (the "Company"
or "we"), effective as of October 25, 2021 (the "Effective Date"). to confirm the terms and conditions
of your employment with the Company as of the Effective Date.


 


1.            Title;
Position. You will serve as the Company's Vice President, Finance. You will report to the Company's Chief Financial Officer and will
perform the duties and responsibilities customary for such position and such other related duties as are reasonably assigned by the Company's
Chief Financial Officer.


 


2.            Location.
You will perform your duties from the Company's corporate offices located in Louisville, Colorado (with the exception of the period during
which any shelter-in-place order, quarantine order, or similar work-from-home requirement affecting your ability to work at the Company's
corporate offices remains in effect), subject to customary travel as reasonably required by the Company and necessary to perform your
job duties.


 


3.            Base
Salary. As of the Effective Date, your annual base salary is $215,000 ("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 of Directors (the "Board") or its Compensation Committee (the "Committee"), as applicable, in
its sole discretion.


 


4.            Annual
Bonus. For calendar year 2021. your target annual cash bonus will be 30% of your salary, and for calendar year 2022 and subsequent
years, your target annual cash bonus will be 10% of your annual base salary, and in each case which may be earned based on achieving
performance objectives established by the Board or the Committee, as applicable, in its sole discretion and payable upon achievement
of those objectives as determined by the Committee. Unless determined otherwise by the Board or Committee, as applicable, any such bonus
will be subject to your continued employment through and until the date of payment. Any such bonus amounts paid will be subject to any
applicable withholdings. Your annual bonus opportunity and the applicable terms and conditions may be adjusted from time to time by our
Board or the Committee, as applicable, in its sole discretion.


 


5.            Retention
Bonus. If you remain employed with the Company through October 25, 2022 (the "Retention Date"), you will receive a
lump sum payment of $100,000 (less applicable tax withholding), and payable in cash or cash equivalents within 30 days following the
Retention Date, and otherwise in accordance with the Company's payroll practices.


 


6.            Equity
Awards. There is no change to your outstanding Company equity awards, which will continue to be subject to the terms of the applicable
plan and agreement(s). You will be eligible to receive awards of stock options or other equity awards pursuant to any plans or arrangements
the Company may have in effect from time to time. The Board or Committee, as applicable, will determine in its sole discretion whether
you will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement
that may be in effect from time to time.


 






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7.            Employee
Benefits. You will continue to be eligible to participate in the benefit plans and programs established by the Company for its employees
from time to time, subject to their applicable terms and conditions, including without limitation any eligibility requirements. The Company
will reimburse you for reasonable travel or other expenses incurred by you in the furtherance of or in connection with the performance
of your duties under this Agreement, pursuant to the terms of the Company's expense reimbursement policy as may be in effect from time
to time. The Company reserves the right to modify, amend, suspend or terminate the benefit plans, programs, and arrangements it offers
to its employees at any time.


 


8.            Severance.
You will be eligible for participation in the Company's Executive Change in Control and Severance Plan (the "Severance Plan")
based on your VP level position. The Severance Plan and a revised Participation Agreement under the Severance Plan are attached hereto
as Exhibit A. This 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").


 


9.            Confidentiality
Agreement. As an employee of the Company, you will continue to have access to certain confidential information of the Company and
you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To
protect the interests of the Company, your acceptance of this Agreement confirms that the terms of the Company's Confidential Information, Invention
Assignment and Arbitration Agreement you previously signed (the "Confidentiality Agreement").


 


10.            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.


 


11.            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 B.


 






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12.            No
Good Reason. You acknowledge and agree that neither the execution of this Agreement nor the reduction in your base salary contemplated
in this Agreement nor the change in your position to Vice President, Finance or any duties or responsibilities assigned to you in this
new position that are reasonably consistent with duties and responsibilities of this position at similarly situated companies constitute
 "Good Reason" under this Agreement, the Severance Plan, the Existing Equity Documents, any other agreement you have with the
Company, or any plan, or policy maintained by the Company and you waive your right to claim a "Good Reason" event for these
changes to your job title and compensation.


 


13.            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/ Douglas Campbell
	 	 	Name: 	Douglas Campbell
	 	 	Title: 	Chief Executive Officer



 





	Agreed to and accepted:	 
	 	 
	/s/ Steve Fuhrman	 
	Steve Fuhrman	 
	 	 	 
	Date:	October
    28, 2021	 



 


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 nob 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


 






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(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 provide 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 280E 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:


 


(a)            delivered
in full, or


 


(b)            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 wilting 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 tinder 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.


 


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 II 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.


 









    12


     


    

 


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.


 









    13


     


    

 


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 ERI SA.


 


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.


 






    14


     


    

 


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.


 






    15


     


    

 


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

	 	 
	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

    (303) 219-0720

	 	 
	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.

    (303) 219-0720

	 	 
	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.)


 






    16


     


    

 





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.


 


At 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.


 






    17


     


    

 


Appendix A


 


Participation Agreement


 


(see attached)


 






     


     


    

 


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

Participation Agreement


 


Solid Power, Inc. (the
"Company") is pleased to inform you, the undersigned that you have been 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 three (3) months of your base salary (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 three (3) 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) six (6) months of your base salary plus (ii) 50%
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 six (6) 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 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-CTC 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 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, including, but not limited to, the prior participation agreement under
the Plan that you previously executed. 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]


 






     


     


    

 


	
    SOLID POWER INC.

    
	 	
    PARTICIPANT

    

    

	 	 	 
	 	 	 
	/s/ Douglas Campbell





	 	/s/ Steve Fuhrman






	
    Signature
	 

    
	 	
    Signature
	 

    

	 	 	 
	Douglas Campbell





	 	Steve Fuhrman






	
    Name
	 

    
	 	
    Name
	 

    

	 	 	 	 	 
	Chief Executive Officer





	 	October 28, 2021






	
    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


 


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."