Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On May 25, 2021, the Compensation Committee of the Board of Directors of Stem,
Inc., a Delaware corporation (the "Company"), adopted the Stem, Inc. 2021 Annual
Incentive Plan (the "Plan"), which is intended to provide a link between the
compensation of participants and Company performance, to motivate participants
to achieve individual and corporate performance goals and objectives and to
enable the Company to attract and retain high quality executives. The Plan
contains performance metrics for the calendar year 2021 performance period,
based upon the Company's 12-month pipeline, contracted backlog, revenue and
adjusted EBITDA for 2021. Final payouts under the Plan will be determined by the
Committee based upon Company performance relative to these performance metrics.
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