EVLV Evolv Technologies Holdings Inc

In connection with the cost optimization event, on May 28, 2019 our (a) EVP, Chief Financial Officer, Diana G. Purcel, (b) Chief Accounting Officer, Nicholas J. Vassallo, (c) EVP, General Counsel & Corporate Secretary, Andrea M. Fike, and (d) our EVP, Managing Director of Brand Development, Nicole R. Ostoya, will cease to serve in such roles, effective May 28, 2019.

On May 27, 2019, our board of directors appointed Michael Porter as our SVP, Chief Financial Officer (and principal accounting officer). Mr. Porter, age 38, joined our company as Director, Financing Planning & Analysis, in July 2015 and was promoted to our Vice President, Finance and Investor Relations, in November 2016. Prior to joining our company, Mr. Porter served in multiple finance and accounting roles with Target Corp. from May 2004 to July 2015.

In connection with his promotion, Mr. Porter: (a) will receive an annual base salary of $300,000, (b) will be eligible for annual cash discretionary bonuses targeted at 40% of his annual salary with a maximum annual cash discretionary bonus equal to 80% of his annual salary, (c) will receive long term incentive plan equity awards targeted at 45% of his annual salary, with 50% of the awards granted as stock options and 50% of the awards granted as restricted stock units and (d) receive a one-time award of 50,000 stock options vesting over three years and 50,000 restricted stock units vesting over three years. Mr. Porter is also designated as a Tier II Executive under our Executives’ Severance Benefit Plan. Pursuant to the severance benefit plan, Mr. Porter is eligible to receive 1 times his highest annual rate of base salary during the 12-month period immediately preceding the date that he separates from our company. If within a one-year period (the “Benefit Period”) commencing on the date of a Change in Control (as defined in the severance benefit plan), his employment is terminated by our company without Cause (as defined in the severance benefit plan) or by him for Good Reason (as defined in the severance benefit plan), he will be entitled to benefits under the severance benefit plan equal to the sum of: (i) 1 ¼ times his highest annual rate of base salary during the 12-month period immediately preceding the date that he separates from service; and (ii) 1 ¼ times the target annual incentive bonus determined from such base salary. In addition, if Mr. Porter is a participant in the severance benefit plan on the date of the Change in Control he will be entitled to benefits under the severance benefit plan if his employment is terminated by our company during the Benefit Period or the immediately preceding six months. He will also be entitled to reimbursement for a portion of the premium amount for COBRA coverage equal to the amount paid by other similarly situated executives who have not been terminated and who receive similar group, health, dental and life insurance benefits. We shall provide such reimbursement for a period of 15 months after his employment terminates, subject to his timely payment of his share of the applicable premiums. All severance pay or benefits are conditioned upon his execution of an effective release and his or her compliance with applicable covenants under the severance benefit plan (including non-solicitation, non-disparagement, confidentiality and non-use covenants). This summary description of the severance benefit plan employment agreement is qualified in its entirety by reference to the severance benefit plan, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.