ACEV ACE Convergence Acquisition Corporation

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

Option Grants

On January 9, 2023, the Board of Directors (the “Board”) of Tempo Automation Holdings, Inc. (the “Company”) approved the grant of options covering shares of Company common stock (“Options”) under our 2022 Incentive Award Plan (the “2022 Plan”) to each of Joy Weiss, the Company’s Chief Executive Officer, Ryan Benton, the Company’s Chief Financial Officer, and Ralph Richart, the Company’s Chief Technology and Manufacturing Officer (collectively, the “executives”). The Options granted to Ms. Weiss and Messrs. Benton and Richart cover 250,000, 250,000 and 125,000, respectively, shares of the Company’s common stock.

Each Option has an exercise price per share equal to $1.32 (which is the closing price of the Company’s common stock on the date of grant) and will vest and become exercisable as to one-thirty-sixth of the shares of common stock subject thereto on each monthly anniversary of the applicable vesting start date thereafter, subject to the applicable executive’s continued service through the applicable vesting date.

The foregoing summary is qualified in its entirety by reference to the full text of the Stock Option Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Temporary Salary Reductions

On January 9, 2023, the Board approved reductions in the base salaries of the executives, beginning on January 9, 2023. The annual base salary of Ms. Weiss was reduced from $450,000 to $300,000, and the annual base salaries of Messrs. Benton and Richart were reduced from $375,000 to $300,000 and from $350,000 to $300,000, respectively. The Board believes such salary reductions are temporary, and expects to increase the executives’ annual base salaries to their respective pre-reduction levels in the future.