Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 1, 2023, the board of directors (the "Board") of Volta Inc. ("Volta" or the "Company") adopted the Company's Management Incentive Plan (the "Plan"). Certain key employees of the Company, including Vince Cubbage, Brandt Hastings and Stephen Pilatzke, the Company's interim Chief Executive Officer ("CEO"), Chief Commercial Officer ("CCO") and Company's Chief Accounting Officer ("CAO"), respectively, are participants under the Plan (the "Participants").

Pursuant to the Plan, eligible Participants may earn a retention bonus (the "Retention Bonus"), subject to their continued service with the Company through and until the consummation of a "Change in Control" (as defined in the Plan). The Retention Bonus will be paid from a retention pool calculated as a portion of the purchase price received by the Company in a potential transaction, reduced by the amount of any proceeds received by the Participant in connection with the accelerated vesting of any stock options or restricted stock units on account of the Change in Control. The CEO's, CCO's and CAO's share of the retention pool has not been determined as of the date of this filing. Any Retention Bonus will be paid on the first scheduled payroll date following the consummation of any transaction.

In addition, in the event that a Participant's employment is terminated by the Company without "Cause" or by the Participant for "Good Reason" (in each case, as defined in the Plan) within the 90-day period prior to or two years following the consummation of a Change in Control, the Participant will be entitled to the following severance benefits: (i) a lump sum payment equal to the sum of the Participant's base salary on the termination date and the Participant's target annual cash bonus for the year in which the termination date occurs, multiplied by a severance multiplier (two times for the CEO and CCO and one times for the CAO, respectively); (ii) a prorated amount of the Participant's annual bonus through the termination date; and (iii) a lump sum payment equal to the value of benefits continuation for 24 months following the termination date for the CEO and CCO and 12 months following the termination date for the CAO (items (i) through (iii) collectively, the "Severance Payment"). A Participant's entitlement to the Severance Payment will be subject to the Participant executing a general release of claims in favor of the Company.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of which will be filed with the Company's Annual Report on Form 10-K for the year ending December 31, 2022.





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