AEVA Aeva Technologies Inc

Chief Executive Officer Employment Agreement

On May 27, 2022, Aeva Technologies, Inc. (the “Company”) entered into a new employment agreement with Soroush Salehian Dardashti (the “ CEO Employment Agreement”), which amends and supersedes the terms of Mr. Dardashti’s prior offer letter dated December 15, 2016, pursuant to which Mr. Dardashti will continue to serve as our Chief Executive Officer and report to the Company’s board of directors (the “Board”). Mr. Dardashti’s duties, responsibilities and permitted activities are substantially identical to his original offer letter.

Unless otherwise specified, capitalized terms used but not defined below shall have the meanings set forth in the CEO Employment Agreement.

The CEO Employment Agreement provides for “at-will” employment, meaning the CEO Employment Agreement may be terminated by the Company or Mr. Dardashti at any time and for any reason subject to the terms of the agreement. The CEO Employment Agreement provides that, during the term, Mr. Dardashti will be eligible to receive (i) an annual base salary of $550,000, (ii) annual cash bonuses (as described below), and (iii) customary health and retirement benefits.

Mr. Dardashti will receive a cash bonus of $550,000 for his service in 2021. Commencing in calendar year 2022, Mr. Dardashti’s initial target annual incentive compensation shall be 100% of the Base Salary with a maximum achievement of 150% of the Base Salary. The actual amount of the annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time.

Mr. Dardshti will be entitled to receive the severance and change of control benefits described below.

President and Chief Technology Officer Employment Agreement

Also, on May 27, 2022, Aeva entered into a new employment agreement with Mina Rezk (the “CTO Employment Agreement”), which amends and supersedes the terms of Mr. Rezk’s prior offer letter dated December 15, 2016, pursuant to which Mr. Rezk will continue to serve as our President and Chief Technology Officer and report to the Chief Executive Officer. Mr. Rezk’s duties, responsibilities and permitted activities are substantially identical to his original offer letter.

Unless otherwise specified, capitalized terms used but not defined below shall have the meanings set forth in the CTO Employment Agreement.

The CTO Employment Agreement provides for “at-will” employment, meaning the CTO Employment Agreement may be terminated by the Company or Mr. Rezk at any time and for any reason subject to the terms of the agreement. The CTO Employment Agreement provides that, during the term, Mr. Rezk will be eligible to receive (i) an annual base salary of $550,000, (ii) annual cash bonuses (as described below), (iii) a relocation allowance (as described below), and (iv) customary health and retirement benefits.

Mr. Rezk will receive a cash bonus of $1,000,000 for his service in 2021. Commencing in calendar year 2022, Mr. Rezk’s initial target annual incentive compensation shall be 100% of his base salary with a maximum achievement of 150% of his base salary. Except with respect to the 2021 cash bonus, the actual amount of the annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time.

To facilitate and incent Mr. Rezk’s permanent relocation to the Company’s headquarters, Mr, Rezk shall be entitled to a one-time payment of $130,000 for moving expenses and a monthly stipend of $30,000 for 36 months beginning on the date Mr. Rezk has relocated to within 60 miles of the Company’s headquarters.

Chief Financial Officer Employment Agreement

Also, on May 27, 2022, Aeva entered into a new employment agreement with Saurabh Sinha (the “CFO Employment Agreement”), which amends and supersedes the terms of Mr. Sinha’s prior offer letter dated September 29, 2020, pursuant to which Mr. Sinha will continue to serve as our Chief Financial Officer and report to the Chief Executive Officer. Mr. Sinha’s duties, responsibilities and permitted activities are substantially identical to his original offer letter.

Unless otherwise specified, capitalized terms used but not defined below shall have the meanings set forth in the CFO Employment Agreement.

The CFO Employment Agreement provides for “at-will” employment, meaning the CFO Employment Agreement may be terminated by the Company or Mr. Sinha at any time and for any reason subject to the terms of the agreement. The CFO Employment Agreement provides that, during the term, Mr. Sinha will be eligible to receive (i) an annual base salary of $450,000, (ii) annual cash bonuses (as described below), and (iii) customary health and retirement benefits.

Mr. Sinha will receive a cash bonus of $210,000 for his service in 2021. Commencing in calendar year 2022, Mr. Sinha’s initial target annual incentive compensation shall be 65% of his base salary. Except with respect to the 2021 cash bonus, the actual amount of the annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time.

Severance and Change of Control Arrangement

In the event Messr. Dardashti, Rezk or Sinha’s employment is terminated by the Company without Cause or for Good Reason, subject to execution and non-revocation of a Separation Agreement, each officer would be entitled to:

In the event that Mr. Messr. Dardashti, Rezk or Sinha’s employment is terminated during the period commencing 90 days prior to and ending 12 months following a Change in Control, subject to his execution and non-revocation of a Separation Agreement, each officer would be entitled to:

In the case of Mr. Rezk termination for the reason outlined above, Mr. Rezk will be entitled to the amount equal to (Monthly Relocation Incentive multiplied by 36) minus the total amount of all Monthly Relocation Incentive paid by the Company prior to the termination event, payable in a lump sum in cash.

Unless otherwise specified, capitalized terms used but not defined below shall have the meanings set forth in the respective Employment Agreement.

This description is qualified in its entirety by reference to the full text of the CEO Employment Agreement, CTO Employment Agreement and CFO Employment Agreement which are filed as Exhibit 10.1, 10.2 and 10.3 hereto and is incorporated herein by reference.

Chief Executive Officer Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship between the annual total compensation of our median employee and the annual total compensation of our Chief Executive Officer.

When determining our median compensated employee, we included annual base salary for our employee population of approximately 226 employees, of which all but one are full-time, other than our Chief Executive Officer, as of December 31, 2021 (the “Determination Date”), and annualized the base salary for all employees hired between January 1, 2021 and December 31, 2021, and remained actively employed on December 31, 2021.

For fiscal 2021, the annual total compensation for the median employee of Aeva (other than our Chief Executive Officer) was $208,228. The CEO Employment Agreement will result in an annual total compensation of our Chief Executive Officer was $2,013,300. Based on this information, for fiscal year 2021, we estimate that the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of the median employee was 10 to 1.

The pay ratio described above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. SEC rules for identifying the median employee permit companies to use a wide range of methodologies, assumptions and exclusions. As a result, it may not necessarily be meaningful to compare pay ratios reported by other companies.

This information is being provided for compliance purposes. Neither the Compensation Committee nor management of the company used the foregoing pay ratio measure in making compensation decisions.