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

On July16, 2024, the Compensation Committee ("Committee") of the Board of Directors ("Board") of Hyzon Motors Inc. ("Company"), following consultation with the Board's compensation and legal advisors, approved cash retention incentives (interchangeably, each a "Retention Incentive" or "Incentive") and a form of Retention Incentive Agreement (the "Retention Incentive Agreement") for certain of the Company's executive officers and other key employees (each, a "Participant"). The Retention Incentives are designed to enable the Company to retain and motivate the Participants through the Company's financing, strategic and restructuring efforts. Pursuant to the Retention Incentive Agreements, Participants are to be paid the Incentives on or before July 26, 2024.

The aggregate amount of Retention Incentives paid or to be paid to certain of the Company's officers is approximately $1.1 million as set forth in the table below.

Under the Retention Incentive Agreements, a Participant will be required to repay the full Retention Incentive to the Company in the event that the Company terminates the Participant's employment for "Cause" or the Participant voluntarily resigns without "Good Reason" (each as defined in the Retention Bonus Agreement) prior to prior to the earlier of (i) January 24, 2025 and (ii) the sixtieth (60^th) calendar day after a Change in Control (as defined in the Retention Bonus Agreement) of the Company.

The above summary of the Retention Incentives and the Retention Incentive Agreement is qualified in its entirety by reference to the complete terms and conditions as set forth in the Retention Incentive Agreement, the form of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.

Forward-Looking Statements.

This Current Report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that do not describe historical facts, including, but not limited to, statements relating to the expected net proceeds of the Offering, the anticipated use of proceeds of the Offering, and the timing of the closing of the Offering, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. You are cautioned that such statements are not guarantees of future performance and that the Company's actual results may differ materially from those set forth in the forward-looking statements. All of these forward-looking statements are subject to risks and uncertainties that may change at any time. Factors that could cause the Company's actual expectations to differ materially from these forward-looking statements include the Company's ability improve its capital structure; Hyzon's liquidity needs to operate its business and execute its strategy, and related use of cash; its ability to raise capital through equity issuances, asset sales or the incurrence of debt; the possibility that Hyzon may need to seek bankruptcy protection; Hyzon's ability to fully execute actions and steps that would be probable of mitigating the existence of substantial doubt regarding its ability to continue as a going concern; our ability to enter into any desired strategic alternative on a timely basis, on acceptable terms; our ability to maintain the listing of our Common Stock on the Nasdaq Capital Market; retail and credit market conditions; higher cost of capital and borrowing costs; impairments; changes in general economic conditions; and the other factors under the heading "Risk Factors" set forth in the Company's Annual Report on Form 10-K, as supplemented by the Company's quarterly reports on Form 10-Q and current reports on Form 8-K. Such filings are available on our website or at www.sec.gov. You should not place undue reliance on these forward-looking statements, which are made only as of the date hereof. The Company undertakes no obligation to publicly update or revise forward-looking statements to reflect subsequent developments, events, or circumstances, except as may be required under applicable securities laws.