Item 5.02.  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 2, 2021, Custom Truck One Source, Inc. (the "Company") entered into
an employment agreement with each of Fred Ross, Chief Executive Officer of the
Company, and Bradley Meader, Chief Financial Officer of the Company. The
material terms of these agreements are summarized below.
Fred Ross. The Company and Mr. Ross entered into an employment agreement,
pursuant to which Mr. Ross will continue to serve as Chief Executive Officer for
an initial term of five years, subject to automatic renewal for successive
one-year periods, and will continue to serve on or be nominated to the Board of
Directors of the Company (the "Board") as a Class B director for so long as Mr.
Ross remains Chief Executive Officer. Pursuant to the employment agreement, Mr.
Ross is entitled to receive: (i) a base salary of $850,000; (ii) an annual cash
bonus equal to 50% of his base salary based on Company performance metrics
and/or individual performance objectives, in each case, as determined by the
Board or its compensation committee; and (iii) equity awards under the Company's
Amended and Restated 2019 Omnibus Incentive Plan (the "Plan"), as determined by
the Board or its compensation committee, in the form of time- and
performance-based restricted stock units. In addition, if a change in control
(as defined in the Plan) in which the consideration payable for shares of the
Company's common stock is comprised of at least 80% cash occurs after the
effective date of Mr. Ross' employment agreement and prior to April 1, 2024 and
Mr. Ross remains in continuous employment with the Company through the change in
control, Mr. Ross will receive a one-time cash transaction bonus equal to (a)
the total consideration payable in the change in control with respect to Mr.
Ross' then-vested equity awards that were granted in 2021 if such change in
control occurs prior to April 1, 2023 or (b) the total consideration payable in
the change in control with respect to Mr. Ross' then-vested equity awards that
were granted in 2023 if such change in control occurs on or after April 1, 2023
and before April 1, 2024. In connection with the employment agreement, the
Company also entered into a restrictive covenant agreement with Mr. Ross,
pursuant to which Mr. Ross is subject to certain restrictive covenants,
including confidentiality, non-disparagement and 24-month post-termination
non-competition and non-solicitation covenants.
Under the employment agreement, in the event that Mr. Ross' employment is
terminated either by the Company without "cause" or by Mr. Ross for "good
reason" (as such terms are defined therein) or in connection with the
non-renewal of the term of employment by the Company, subject to his execution
and non-revocation of a general release of claims and continued compliance with
his restrictive covenant obligations, as described above, Mr. Ross would be
entitled to: (i) two times his base salary, payable in installments during the
24-month period following his termination; (ii) any prior year's earned but
unpaid annual bonus; (iii) a pro-rated annual bonus for the year of termination
based on actual performance; and (iv) continued participation in the Company's
group health plan for up to 24 months. In the event that Mr. Ross' employment is
terminated due to his death or disability, Mr. Ross or his estate or
beneficiaries would be entitled to continued participation in the Company's
group health plan for up to 12 months.
Bradley Meader. The Company and Mr. Meader entered into an employment agreement,
pursuant to which Mr. Meader will continue to serve as Chief Financial Officer
for an initial term of five years, subject to automatic renewal for successive
one-year periods. Pursuant to the employment agreement, Mr. Meader is entitled
to receive: (i) a base salary of $450,000; (ii) an annual cash bonus equal to
50% of his base salary based on Company performance metrics and/or individual
performance objectives, in each case, as determined by the Board or its
compensation committee; and (iii) equity awards under the Plan, as determined by
the Board or its compensation committee, in the form of time- and
performance-based restricted stock units. In addition, if a change in control in
which the consideration payable for shares of the Company's common stock is
comprised of at least 80% cash occurs after the effective date of Mr. Meader's
employment agreement and prior to April 1, 2024 and Mr. Meader remains in
continuous employment with the Company through the change in control, Mr. Meader
will receive a one-time cash transaction bonus equal to (a) the total
consideration payable in the change in control with respect to Mr. Meader's
then-vested equity awards that were granted in 2021 if such change in control
occurs prior to April 1, 2023 or (b) the total consideration payable in the
change in control with respect to Mr. Meader's then-vested equity awards that
were granted in 2023 if such change in control occurs on or after April 1, 2023
and before April 1, 2024. In connection with the employment agreement, the
Company also entered into a restrictive covenant agreement with Mr. Meader,
pursuant to which Mr. Meader is subject to certain restrictive covenants,
including confidentiality, non-disparagement and 12-month post-termination
non-competition and non-solicitation covenants.
Under the employment agreement, in the event that Mr. Meader's employment is
terminated either by the Company without "cause" or by Mr. Meader for "good
reason" (as such terms are defined therein) or in connection with the
non-renewal of the term of employment by the Company, subject to his execution
and non-revocation of a general release of claims and continued compliance with
his restrictive covenant obligations, as described above, Mr. Meader would be
entitled to: (i) 100% of his base salary, payable in installments during the
12-month period following his termination; (ii) any prior year's earned but
unpaid annual bonus; (iii) a pro-rated annual bonus for the year of termination
based on actual performance; and (iv) continued participation in the Company's
group health plan for up to 12 months. In the event that Mr. Meader's employment
is terminated due to his death or disability, Mr. Meader or his estate or
beneficiaries would be entitled to continued participation in the Company's
group health plan for up to 12 months.

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The foregoing descriptions of the employment agreements with each of Mr. Ross
and Mr. Meader do not purport to be complete and are qualified in their entirety
by reference to the full text of the employment agreements, which are filed
herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by
reference.
Item 9.01.  Financial Statements and Exhibits.
(d)  Exhibits.
Exhibit No.             Description
10.1                      Employment Agreement, dated November 2, 2021, by and between Fred Ross and
                        Custom Truck One Source, Inc.
10.2                      Employment Agreement, dated November 2, 2021, by and between Bradley
                        Meader and Custom Truck One Source, Inc.
104                     Cover Page Interactive Data File (embedded within the Inline XBRL document
                        and contained in Exhibit 101)

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