Equity Vesting Benefits mean: (A) if such termination is a Qualifying CIC Termination, vesting of all outstanding unvested equity-based awards (including the Initial Formation Award) on the Date of Termination (with OPP Units and other awards with performance-vesting conditions measured at performance specified in the applicable award agreement); or (B) if such termination is not a Qualifying CIC Termination, (i) vesting of any outstanding unvested portion of the Initial Formation Award, (ii) vesting of a prorated portion of any OPP Units and other performance-based awards scheduled to vest on the next vesting date based on the number of days completed in the vesting cycle then in process for such awards up to and including the Date of Termination divided by the total number of days in such vesting cycle, with performance-vesting conditions measured at performance specified in the award agreement (e.g., if 300 units are granted on January 1, 2018, the award vests in three annual installments, and the Date of Termination is July 1, 2019, then 50% of the 100 units that would vest on January 1, 2020 will vest (if earned based on performance) and the remaining unvested units will be forfeited) and (iii) full vesting of any outstanding unvested LTIP Units and other equity awards without performance-vesting conditions (excluding the Initial Formation Award);

Equity Vesting Benefits means that those outstanding and unvested equity awards that are subject to time-based vesting, held by the Executive as of the Date of Termination and scheduled to vest during the twelve (12) month period following the Date of Termination shall continue to vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the outstanding portion of an equity award may vest and become exercisable under this provision), subject to Executive’s continued compliance with Section 9 of this Agreement and the Company’s Confidential Information, Invention Assignment, and Arbitration Agreement. In the case of any outstanding and unvested equity awards that are held by the Executive that are subject to performance-based vesting, such awards shall be treated in accordance with the terms of the Incentive Equity Plan and the applicable award agreement.

Examples of Equity Vesting Benefits in a sentence

If employment is terminated by the Company without Cause or by Executive for Good Reason, Executive will be entitled to the payments and benefits provided in Section 8(a) hereof and, in addition, subject to Section 8(e), the Company will provide to Executive (i) a lump sum amount equal to the Severance Amount, (ii) the Pro Rata Bonus paid at the time bonuses are paid to similarly situated employees of the Company, (iii) the Medical Benefits and (iv) the Equity Vesting Benefits.

More Definitions of Equity Vesting Benefits

Equity Vesting Benefits mean (A) if such Qualifying Termination is a Qualifying CIC Termination, full vesting of all unvested equity-based awards, or (B) if such Qualifying Termination is not a Qualifying CIC Termination, twelve (12) months’ accelerated vesting of unvested equity-based awards. (v) “Change in Control” will mean: (A) during any period of not more than 24 months, individuals who constitute the Board as of the beginning of the period (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the beginning of such period, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) will be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or publicly threatened election contest with respect to directors or as a result of any other actual or publicly threatened solicitation of proxies by or on behalf of any person other than the Board will be deemed to be an Incumbent Director; (B) any “person” (as such term is defined in Section 3(a)(9) of the DocuSign Envelope ID: 479AE161-2189-4F34-B160-BC8FE34694D8

Equity Vesting Benefits means that all of an Eligible Executive’s outstanding equity awards will be fully vested upon a Change in Control Termination (with performance awards vesting at the greater of actual or target performance levels); provided that, if the applicable Equity Incentive Plan or the Eligible Executive’s outstanding equity award agreements provide more favorable terms than those provided in this Plan, the more favorable terms will apply.

Equity Vesting Benefits mean (A) with respect to the Initial RSU Award, full accelerated vesting on the Date of Termination and (B) with respect to all other awards outstanding under the LTI Plans, treatment in accordance with the terms of this Agreement and the applicable plan and award agreement, provided that such awards will vest upon a Qualifying CIC Termination (with performance-based awards earned based on assumed achievement of the greater of target performance or actual performance). In the event of a Qualifying Non-CIC Termination, Equity Vesting Benefits mean, with respect to time-vesting awards, full vesting of any such unvested units on the Date of Termination.

Equity Vesting Benefits mean (A) if such Qualifying Termination is a Qualifying CIC Termination, full vesting of all unvested equity or other Long Term Incentive Awards, or (B) if such Qualifying Termination is not a Qualifying CIC Termination, twelve (12) months’ accelerated vesting of unvested equity or other Long Term Incentive Awards. (v) “Change in Control” will mean: (A) during any period of not more than 24 months, individuals who constitute the Board as of the beginning of the period (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the beginning of such period, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) will be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or publicly threatened election contest with respect to directors or as a result of any other actual or

Equity Vesting Benefits mean: (A) If such Qualifying Termination is a Qualifying CIC Termination, full vesting of all unvested equity or other Long Term Incentive Awards that vest over time, plus, in the case of unvested equity or other Long Term Incentive Awards that contain performance-based vesting, vesting of all such unvested equity and Long Term Incentive Awards, or (B) If such Qualifying Termination is not a Qualifying CIC Termination, full vesting of all unvested equity or other Long Term Incentive Awards or other Long Term Incentive Awards that vest over time, plus, in the case of unvested equity or other Long Term Incentive Awards that contain performance-based vesting, vesting of a pro rata portion of such unvested equity and Long Term Incentive Awards based on Executive’s performance attainment measured against such target(s) as have been determined and approved by the Board or a committee thereof in consultation with the Board. Other than the above amendments, the Employment Agreement remains in full force and effect. The parties have signed this Amendment as of the date of the latter signature below. HYZON MOTORS USA INC. By: _______________________ Title: ______________________ Date: ______________________ XXXXXX XXXXX _______________________ Title: ______________________ Date: ______________________ DocuSign Envelope ID: 13A49750-C782-4276-8C0B-6C4E37E074DC 6/27/2023 Chief Legal Officer CEO 6/27/2023

Equity Vesting Benefits definition

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