Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On July 30, 2022, Volta Inc. (the "Company") and Vincent T. Cubbage, the
Company's Interim Chief Executive Officer, entered into an offer letter (the
"Offer Letter"). The Offer Letter is dated July 29, 2022 but is effective as of
June 13, 2022 (the "Start Date"), which is the commencement date of Mr.
Cubbage's service in his capacity as Interim Chief Executive Officer, and
provides for, among other things, an annual base salary of $500,000 and 420,000
restricted stock units ("RSUs"). Each RSU represents a contractual right to
receive one share of the Company's Class A common stock upon vesting and
settlement of the RSU. Of the RSUs, 50% will vest six months after the Start
Date and the remaining 50% will vest twelve months after the Start Date. Any
unvested RSUs will immediately vest upon a change of control or the hiring of a
successor Chief Executive Officer.
During the period that Mr. Cubbage serves as the Interim Chief Executive
Officer, he will not be eligible to receive the compensation provided to
non-employee directors under the director compensation policy (the "DCP")
previously approved by the Company's Board of Directors (the "Board"), except
that he will receive the annual grant of RSUs under the DCP related to the most
recently completed annual meeting of the Company's stockholders in July 2022,
subject to the same terms and conditions applicable to the grants made to the
non-employee members of the Board pursuant to the DCP.
The Offer Letter contains certain restrictive covenants that apply during and
after Mr. Cubbage's employment, including confidentiality agreements. On July
30, 2022, the Board approved the Offer Letter.
The foregoing summary of the Offer Letter does not purport to be complete and is
qualified in its entirety by reference to the full text of the Offer Letter, a
copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference
in its entirety into this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Offer Letter, dated July 29, 2022 (and effective as of June 13, 2022),
by and between the Company and Vincent T. Cubbage.
104 Cover Page Interactive Data File (formatted as inline XBRL)
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VOLTA INC. 
