Management Change/Compensation Form 8 K

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

As previously disclosed, on July 29, 2024, Cepton, Inc. (the "Company") entered into an Agreement and Plan of Merger ("Merger Agreement") with KOITO MANUFACTURING CO., LTD. ("Koito") and Project Camaro Merger Sub, Inc., a Delaware corporation and an indirectly wholly owned subsidiary of Koito ("Merger Sub"), providing for the merger of Merger Sub with and into the Company (the "Merger" and, together with other transactions contemplated by the Merger Agreement, the "Transaction"), with the Company surviving as an indirect controlled subsidiary of Koito. In connection with the Transaction, and as previously disclosed by the Company in its report filed with the SEC on July 29, 2024, the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") approved certain compensation terms to be set forth in new employment agreements between Cepton Technologies, Inc., a wholly-owned subsidiary of the Company ("Cepton Technologies") and each of Dr. Jun Pei, the Company's Chief Executive Officer, and Dr. Dongyi Liao, the Company's Chief Technology Officer, respectively. On September 6, 2024, the Compensation Committee approved the new employment agreements on the terms described below and authorized Cepton Technologies to enter into such agreements. The new employment agreements will be effective upon the closing of the pending acquisition of the Company by Koito.

Each of the new employment agreements provide for the executive to receive an annual base salary ($332,800 in the case of Dr. Pei and $300,000 in the case of Dr. Liao), effective for fiscal 2025 (and retroactive to January 1, 2025 if the closing of the Merger occurs after that date), and to participate in benefit plans made available generally to employees of Cepton Technologies. Each executive will also be awarded a retention bonus for each of fiscal 2025 and fiscal 2026, in an amount equal to 100% of the executive's base salary and subject to the executive's continued employment through the end of the applicable fiscal year. After fiscal 2026, each executive will be eligible for an annual discretionary bonus as determined by the board of directors of Cepton Technologies (the "Cepton Technologies Board"). Each executive will also be eligible to receive grants of long-term cash incentive awards ("LTI Awards"), which may be granted annually or at such other frequency as determined by the Cepton Technologies Board, with the first such award (the "Initial LTI Award") granted in fiscal 2025. LTI Awards will vest subject to continued employment by the executive and the achievement of performance goals established annually on a rolling basis by the Cepton Technologies Board. The Initial LTI Award will have a grant target value of $166,400 for Dr. Pei and $150,000 for Dr. Liao, and the payout of the Initial LTI Award will be between 0% and 200% of such target subject to actual performance. If the executive's employment is terminated by Cepton Technologies without "cause" or by the executive for "good reason" (as defined in the agreement), the executive will receive severance of 18 months base salary, payable in installments over an 18-month period, payment of COBRA premiums for 18 months, and vesting of the portion of the executive's LTI Awards that would have vested within 18 months after the termination date (with performance deemed achieved at the target level and the time-based vesting requirement being treated as 36 monthly installments for this purpose). However, if such a termination of the executive's employment occurs in connection with or within 18 months following a change in control of Cepton Technologies, the executive's severance will equal the sum of 18 months of his base salary and one and one-half times his target annual bonus (or retention bonus, if applicable) for the year of termination or, if no such target bonus has been established for the applicable year, the target bonus (or retention bonus, if applicable) for the prior year (or, if no such target annual bonus has been established, the amount of his actual annual bonus (or retention bonus, if applicable) for the prior year) and will be paid in a lump sum; and his then-outstanding LTI Awards will be fully vested. The executive's right to receive these severance benefits is subject to his providing a release of claims to Cepton Technologies and his continued compliance with his confidentiality, non-solicitation and other covenants in favor of Cepton Technologies.

The foregoing description of the new employment agreements is a summary, does not purport to be complete, and is qualified in its entirety by reference to the agreements, which are filed herewith Exhibits 10.1 and 10.2 and incorporated herein by reference.