Item
5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On March 26, 2021, the Compensation Committee of
the Board of Directors (the “Compensation Committee”) and the Board of Directors (the “Board”) of Hyliion Holdings
Corp. (the “Company”) approved a form of performance-based restricted stock unit (“PSU”) award agreement (the
“PSU Agreement”) and restricted stock award agreement (the “Restricted Stock Agreement”) for grants of PSUs and
restrict stock under the Company’s 2020 Equity Incentive Plan (the “2020 Plan”).
On March 26, 2021, the Compensation Committee
and the Board also approved grants of PSUs to the Company’s executive officers including its Chief Executive Officer, Chief
Financial Officer and Chief Technology Officer (collectively, the “Executive Officers”) under the 2020 Plan. Following
the grants, the Executive Officers entered into PSU Agreements dated March 26, 2021, which amended the vesting terms of the PSU
awards provided in the Executive Officers’ employment agreements with the Company. Under the PSU Agreements:
(i) Upon the achievement of the applicable performance
goals for the first annual performance period (i.e., January 1, 2021-December 31, 2021) as determined by the Board or the Compensation
Committee, in its sole but reasonable discretion, one-fourth (1/4) of the target PSUs for this performance period will vest upon the date
of such determination for this performance period (the “Initial Determination Date”) and upon each of the three anniversaries
of the Initial Determination Date thereafter, provided that the recipient remains in continuous service from the grant date through an
applicable vesting date for vesting to occur on such vesting date.
(ii) Upon the achievement of the applicable performance
goals for the second annual performance period (i.e., January 1, 2022-December 31, 2022) as determined by the Board or the Compensation
Committee on or prior to the first anniversary of the Initial Determination Date, in its sole but reasonable discretion, one-third (1/3)
of the target PSUs for this performance period will vest upon each of the first, second and third anniversaries of the Initial Determination
Date, provided that the recipient remains in continuous service from the grant date through an applicable vesting date for vesting to
occur on such vesting date.
(iii) Upon the achievement of the applicable
performance goals for the third annual performance period (i.e., January 1, 2023-December 31, 2023) as determined by the Board
or the Compensation Committee on or prior to the second anniversary of the Initial Determination Date, in its sole but reasonable
discretion, one-half (1/2) of the target PSUs for this performance period will vest upon each of the second and third anniversaries
of the Initial Determination Date, provided that the recipient remains in continuous service from the grant date through an applicable
vesting date for vesting to occur on such vesting date.
(iv) Upon the achievement of the applicable performance
goals for the fourth annual performance period (i.e., January 1, 2024-December 31, 2024) as determined by the Board or the Compensation
Committee on or prior to the third anniversary of the Initial Determination Date, in its sole but reasonable discretion, 100% of the target
PSUs for this performance period will vest upon the third anniversary of the Initial Determination Date, provided that the recipient remains
in continuous service from the grant date through the vesting date for vesting to occur on such vesting date.
The descriptions of the PSU Agreement and the Restricted
Stock Agreement are qualified in their entirety by reference to the PSU Agreement and the Restricted Stock Agreement which are included
as Exhibits 10.1 and 10.2 to this Form 8-K and are incorporated in this Item 5.02 by reference.