Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2021 STIP



As previously disclosed, on July 8, 2021, the Compensation Committee (the
"Committee") of the Board of Directors (the "Board") of PureCycle Technologies,
Inc. (the "Company") approved an annual short-term cash incentive program for
fiscal 2021 (the "2021 STIP"), including awards to the Company's principal
executive officer ("PEO"), principal financial officer ("PFO") and other named
executive officers (together, the "Named Executives") thereunder.

As a result of the achievement of certain pre-established Company performance
objectives as previously disclosed, on March 2, 2022 the Committee approved the
following payouts under the 2021 STIP to the Named Executives:

                        Named Executive    2021 STIP Payout
                       Mike Otworth            $881,250
                       Michael Dee             $299,250
                       David Brenner           $199,750



The Company's PFO, Lawrence Somma, who was appointed Chief Financial Officer
effective November 15, 2021, received no payout under the 2021 STIP. In
connection with the appointment of Mr. Somma as the Company's Chief Financial
Officer, Mr. Dee no longer serves as an officer of the Company and therefore
will not receive any payments under the 2022 STIP or the 2022 LTIP (each as
defined below).

2022 STIP and LTIP



On March 2, 2022, the Committee approved, and with regard to the CEO the Board
approved, an annual short-term cash incentive program for fiscal 2022 (the "2022
STIP") and a long-term equity-based incentive program for fiscal 2022 (the "2022
LTIP"), including awards to the Named Executives thereunder.

The 2022 STIP provides participants with an opportunity to earn cash bonuses
upon achievement of certain pre-established Company performance objectives
(weighted at 70%), and individual achievement (weighted at 30%), with payouts
thereunder ranging from 0% to 200% of target. The Company performance objectives
under the STIP include the following: commissioning of the facility located in
Ironton, Ohio, financing for the first two lines of the planned cluster facility
located in Augusta, Georgia and four pre-processing facilities; and certain
progress in the Company's planned global expansion.

The Committee established the following target awards under the 2022 STIP for the Named Executives:



                 Named Executive   Target Award    Current Base Salary
                Mike Otworth           100%             $772,500
                Lawrence Somma         70%              $500,000
                David Brenner          50%              $351,900

In general, 2022 STIP participants must remain continuously employed by the Company until the award payment date in order to receive a payout of an award under the 2022 STIP.



The 2022 LTIP provides participants with an opportunity to earn or vest in
equity-based awards under the Company's 2021 Equity and Incentive Compensation
Plan. The Committee approved, and with regard to the CEO the Board approved, the
following equity-based awards in the form of restricted stock units ("RSUs") and
performance-based restricted stock units ("PSUs") to the Named Executives under
the 2022 LTIP:

                   Named Executive     RSUs     Target Number of PSUs
                  Mike Otworth       226,891           226,891
                  Lawrence Somma      58,824           58,823
                  David Brenner       42,017           42,017



In general, the RSUs will vest in four equal annual installments following the
grant date, in each case subject to the participant's continued employment with
the Company through the applicable vesting date.

In general, the PSUs will be earned based on achievement of two equally weighted
pre-established performance objectives related to: (i) cumulative earnings
before interest, taxes, depreciation, and amortization through December 31,
2024, and (ii) cumulative
--------------------------------------------------------------------------------

production at the Company's operational manufacturing facilities by December 31,
2024, and will vest on the date the attainment of such performance objectives is
determined by the Committee, and with regard to the CEO as determined by the
Board, subject to the participant's continued employment with the Company
through December 31, 2024. The actual number of shares (if any) issued in
settlement of the PSUs may range from 50% to 200% of target.

The foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the forms of Notice of Grant of Restricted Stock Units
and Restricted Stock Units Agreement for Employees and Notice of Grant of
Performance-Based Restricted Stock Units and Performance-Based Restricted Stock
Units Award Agreement for Employees, which were filed as Exhibit 10.1 and
Exhibit 10.2, respectively, to the Current Report on Form 8-K filed by the
Company with the Securities and Exchange Commission on July 14, 2021.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit Number            Description of Exhibit
10.1                        Form of Notice of Grant of Restricted Stock

Units and Restricted Stock


                          Units Agreement for Employees (Previously filed

as Exhibit 10.1 to the


                          Company's Current Report on Form 8-K filed by the

Company with the Securities


                          and Exchange Commission on July 14, 2021).
10.2                        Form of Notice of Grant of Performance-Based

Restricted Stock Units and


                          Performance-Based Restricted Stock Units Award

Agreement for Employees


                          (Previously filed as Exhibit 10.2 to the

Company's Current Report on Form 8-K


                          filed by the Company with the Securities and

Exchange Commission on July 14,


                          2021).
104                       The cover page from this Current Report on Form 8-K, formatted as Inline
                          XBRL.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses