Exhibit 10.11


 


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.


 






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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.



 


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.


 


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.


 






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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. 


 






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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.


 






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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.


 






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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 	Solid Power, Inc.
	Legal Process:	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.)


 






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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.


 


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.


 






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