October 28, 2020
Via email to: ***@***
We are pleased to confirm our offer to have you join Micromidas, Inc., dba Origin Materials (the Company) as a Co-Chief Executive Officer (Co-CEO). Your starting annual salary will be $58,240. Upon the closing by the Company of a financing, in one or a series of transactions, which may take multiple forms, of at least $10,000,000 (a Closing), your salary will adjust to $400,000 and you will be paid a bonus. The bonus amount will be equal to the difference between what you have been paid from your start date through the date of the Closing at your starting salary of $58,240/year and what you would have been paid during that same period had your annualized salary been $400,000/year. Your start date will be 10/28/20.
In addition, you have been granted an option (Option 1) to purchase up to 750,000 shares of the Companys common stock per the 2020 Equity Incentive Plan (the Plan), subject to vesting (and other terms and conditions) set forth in your Stock Option Grant Notice (Notice). In particular, however, 1/48th of the total shares will vest each month on the same day of the month as the Vesting Commencement Date (or if there is no corresponding day, on the last day of the month), subject to your Continuous Service as of each such date. If you are terminated for any reason except Cause (as defined in the Plan) you will become vested in shares equal to six months of vesting under Option 1. If there is a Change in Control (as defined in the Plan) and you are terminated for any reason except Cause, then the then-unvested portion of Option 1 will immediately vest.
Subject to shareholder consent, you will also be granted an option (Option 2) to purchase 450,000 shares of the Companys Common stock that vest contingent upon the occurrence of certain milestones set forth in the Board-approved Management Incentive Plan, separately provided to you and summarized below:
| || || || || || || || |
|Milestone || ||Valuation || || ||Options Vested || |
| ||$ ||688,823,094 || || || ||100,000 || |
| ||$ ||900,000,000 || || || ||100,000 || |
| ||$ ||1,500,000,000 || || || ||100,000 || |
| ||$ ||2,250,000,000 || || || ||150,000 || |
The general descriptions of your option grants in this letter are only a summary for your reference. All option grants are subject to the specific terms and conditions of the Notice and Plan.
In addition, and subject to shareholder consent, you will be elected to the Companys Board of Directors as voting member for so long as you continue in your role as Co-CEO or as the Board and shareholders may otherwise determine pursuant to the Companys bylaws and charter.
###-###-#### F ###-###-#### 930 Riverside Parkway, West Sacramento, CA 95605 originmaterials.com