Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

Patrick Sexton has served as Chief Technology Officer of Hyliion Holdings Corp. (the "Company") since December 2020. During that time, Mr. Sexton and the Company's Board of Directors have considered the appropriate scope of duties and responsibilities for this role and have decided that the Chief Technology Officer's primary focus moving forward will be on forward-looking product strategies and development. The Company's newly hired Vice President of Engineering, Shiva Duraiswamy, will primarily focus on commercialization.

In light of these decisions, on October 13, 2021, the Company and Mr. Sexton entered into an amendment to that certain employment agreement, entered into on December 2, 2020 and retroactively effective as of October 1, 2020, the material terms of which were previously described in a Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2020. The amendment sets Mr. Sexton's annual base annual salary at $325,000.

The foregoing is only a brief description of the above-specified compensatory arrangement, which does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the amendment to Mr. Sexton's employment agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






 (d) Exhibits




Exhibit No.   Description

10.1            Amendment to Employment Agreement, dated October 13, 2021, by and
              between Hyliion Holdings Corp. and Patrick Sexton
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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