Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 1, 2022, the Board of Directors (the
“Board”) of Custom Truck One Source, Inc. (the “Company”) appointed Christopher J. Eperjesy to serve as Chief
Financial Officer of the Company, effective August 15, 2022. Mr. Eperjesy succeeds Todd Barrett, who will no longer serve as Interim Chief
Financial Officer, effective August 15, 2022, and will continue to serve as Chief Accounting Officer of the Company.
Mr. Eperjesy, age 54, most recently served as
the Chief Financial Officer of Clarios International Inc., a global energy storage company that provides low-voltage battery technologies
for vehicles, from August 2020 to June 2022. From December 2018 through August 2020, he was Senior Vice President and Chief Financial
Officer of Cooper Tire & Rubber Company, a company that specializes in the design, manufacture, marketing and sales of automobile
and truck tires. Before joining Cooper Tire & Rubber Company, Mr. Eperjesy was Chief Financial Officer of The IMAGINE Group, a provider
of printed and visual communications solutions, from August 2017 to December 2018. Prior to IMAGINE, Mr. Eperjesy was Chief Financial
Officer of Arctic Cat Inc., a global manufacturer of snowmobiles and all-terrain vehicles, from February 2015 to April 2017. Prior to
that, Mr. Eperjesy spent 13 years at Twin Disc Inc., a company that designs, manufactures and distributes power transmission equipment,
where he was Chief Financial Officer, Vice President of Finance, Treasurer and Secretary. Mr. Eperjesy began his career as a CPA at Coopers
& Lybrand. He holds a bachelor’s degree in Accounting from the University of Michigan and an MBA from Indiana University.
In connection with Mr. Eperjesy’s appointment
as Chief Financial Officer of the Company, the Company and Mr. Eperjesy entered into an employment agreement, dated August 2, 2022 (the
“Employment Agreement”), pursuant to which Mr. Eperjesy will serve as Chief Financial Officer commencing on August 15, 2022
for an initial term of five years, subject to automatic renewal for successive one-year periods. Pursuant to the Employment Agreement,
Mr. Eperjesy (i) will receive a base salary of $585,000; (ii) will be eligible for a discretionary annual cash bonus, targeted at 65%
of his base salary, which annual bonus for 2022 will be pro-rated based on the portion of the year Mr. Eperjesy is employed but will not
be less than $150,000; and (iii) will be eligible to receive equity incentive awards under the Company’s Amended and Restated 2019
Omnibus Incentive Plan (the “Plan”), as determined by the Board or its compensation committee. Pursuant to the Employment
Agreement, subject to Board approval, Mr. Eperjesy is also entitled to receive an initial equity incentive award under the Plan covering
a total of 180,000 shares. Effective upon Mr. Eperjesy’s appointment as Chief Financial Officer, the Board has granted Mr. Eperjesy
90,000 time-based restricted stock units under the Plan that vest in four equal annual installments beginning on April 1, 2023 and 90,000
performance-based restricted stock units under the Plan that vest based on the attainment of certain performance conditions.
In addition, in connection with Mr. Eperjesy’s
relocation to the Kansas City, Missouri area, the Company has agreed to reimburse his reasonable, documented moving expenses, up to six
months of temporary housing expenses, and airfare and lodging for Mr. Eperjesy and his immediate family for up to two trips to search
for homes. Mr. Eperjesy is also entitled to receive a one-time cash signing bonus equal to $200,000 and a relocation stipend in the amount
of $150,000, in each case, subject to continued employment through the payment date. In the event that Mr. Eperjesy’s employment
is terminated either by the Company for “cause” or by Mr. Eperjesy without “good reason” (as such terms are defined
in the Employment Agreement), before February 15, 2024, Mr. Eperjesy will be required to repay to the Company the full gross amount of
any of the above relocation stipend, relocation reimbursement or signing bonus that have been paid to him.
Under the Employment Agreement, in the event that
Mr. Eperjesy’s employment is terminated either by the Company without “cause” or by Mr. Eperjesy for “good reason”
or in connection with the non-renewal of the term of employment by the Company, subject to his execution and non-revocation of a general
release of claims and continued compliance with his restrictive covenant obligations, as described below, Mr. Eperjesy would be entitled
to: (i) 100% of his base salary, payable in installments during the 12-month period following his termination; (ii) any prior year’s
earned but unpaid annual bonus; (iii) a pro-rated annual bonus for the year of termination based on actual performance; and (iv) continued
participation in the Company’s group health plan for up to 12 months. In the event that Mr. Eperjesy’s employment is terminated
due to his death or disability, Mr. Eperjesy or his estate or beneficiaries would be entitled to continued participation in the Company’s
group health plan for up to 12 months.
In connection with the Employment Agreement, the
Company also entered into a restrictive covenant agreement with Mr. Eperjesy, pursuant to which Mr. Eperjesy is subject to certain restrictive
covenants, including confidentiality, non-disparagement and 12-month post-termination non-competition and non-solicitation covenants.
In connection with Mr. Eperjesy’s appointment,
the Company also entered into an indemnification agreement with Mr. Eperjesy, providing for the indemnification of and advancement of
expenses permitted by Delaware law for claims, suits or proceedings arising out of an officer’s service to the Company.
The foregoing descriptions of the Employment Agreement
and the indemnification agreement do not purport to be complete, and are qualified in their entirety by reference to the full text of
the Employment Agreement and the Form Indemnification Agreement, respectively, which are filed herewith as Exhibit 10.1 and Exhibit 10.2,
respectively, and are incorporated herein by reference.