CHANGE IN CONTROL AGREEMENT
EXHIBIT 10.8
This Change in Control Agreement (“Agreement”) is made as of the ___th day of [MONTH] 202[●] by and between Capstone Green Energy Holdings, Inc., a Delaware corporation (the “Company”), and [EMPLOYEE NAME] (the “Employee”).
Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (a) solely as the result of an acquisition of securities by the Company that, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of shares of Voting Securities beneficially owned by any person to fifty (50) percent or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns fifty (50) percent or more of the combined voting power of all then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (a). Further, notwithstanding the foregoing, a “Change in Control” shall be deemed not to have occurred for purposes of any of the foregoing clauses (a) or (b) unless the respective transaction constitutes a “change in control event” within the meaning of Treas. Reg. §1.409A-3(i)(5).
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IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date and year first above written.
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| By: |
| Name: |
| Title: Authorized Signatory |
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| EMPLOYEE |
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| Name: Title: |
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