Exhibit 10.5


 


August 5, 2021


 


Derek Johnson


c/o Solid Power, Inc.


 


Re: Confirmatory Employment Letter


 


Dear Derek:


 


This confirmatory employment
letter agreement (the “Agreement”) is entered into between you and Solid Power, Inc. (the “Company”
or “we”), effective as of the date both parties sign below (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 continue to serve as the Company’s Chief Operating Officer. You also will continue to report
to the Company’s Chief Executive 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 Executive 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. Your annual base salary is $275,000 (“Salary”), which will be payable, less any applicable
withholdings, in accordance with the Company’s normal payroll practices. Your Salary will be subject to review and adjustment from
time to time by our Board or its Compensation Committee (the “Committee”), as applicable, in its sole discretion.


 


4.                  
Annual Bonus. Your target annual cash bonus is 35% of your annual base salary, 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.                  
Equity Awards. 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.


 


6.                   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.


 






     



     


    

 


7.                  
Severance. You will be eligible for participation in the Company’s Executive Change in Control and Severance Plan
(the “Severance Plan”) based on your level and seniority. The Severance Plan and your 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”).


 


8.                  
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”).


 


9.                  
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.


 


10.              
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.


 


11.               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
	 	 	 
	 	Date:	 August 5, 2021



 


Agreed to and accepted:


 


	 	 
	/s/ Derek Johnson	 
	Derek Johnson	 
	 	 
	Date:	 August 5, 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 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.


 






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


 


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.


 






    4


     


    

 


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


 


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


 


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


 


1.             (x)      delivered in full, or


 


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


 


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


 






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6.             Conditions to Receipt of Severance.


 


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


 


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


 


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


 


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


 


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


 






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


 


9.             Section 409A.


 


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


 


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


 


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


 


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


 


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


 






    7


     


    

 


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


 


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


 


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


 


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


 


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



 






    8


     


    

 


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


 


15.           Claims
and Appeals.


 


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


 


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


 


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


 


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


 






    9


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


25.           Additional
Information.


 


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




 






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	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.)


 






    11


     


    

 


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.


 






    12


     


    

 



 


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 6 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 6 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) 12 months of your base
salary plus (ii) 100% of your annual target bonus in effect for the year of the CIC Qualifying Termination (less applicable withholding
taxes).


 


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


 


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


 






     


     


    

 


3.     
Definitions.


 


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


 


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


 


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


 


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


 


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


 


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


 


[Signature page follows]


 






    2


     


    

 


	SOLID POWER, INC.	 	PARTICIPANT
	 	 	 
	/s/ Douglas Campbell	 	/s/ Derek Johnson
	Signature	 	Signature
	 	 	 
	Douglas Campbell	 	Derek Johnson
	Name	 	Name
	 	 	 
	Chief Executive Officer	 	August 5, 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.”