Outstanding Equity Awards at 2022 Fiscal Year End The following table presents information regarding outstanding equity awards held by Hyzon’s named executive officers as of December 31, 2022. Option Awards Stock Awards Name Award Type Grant Date Numberof Securities Underlying Unexercised Options - Exercisable (#) Numberof Securities Underlying Unexercised Options - Unexercisable (#) Option Exercise Price ($) Option Expiration Date Numberof Shares or Units of Stock that HaveNot Vested (#) Market Value of Shares or Units of Stock that Have Not Vested(6) ($) Parker Meeks RSUs(1) 6/9/2021 — — — — 248,080 384,524 RSUs(3) 12/19/2022 — — — — 490,196 759,804 SamChong(7) RSUs(2) 4/15/2022 — — — — 300,000 465,000 RSUs(3) 12/19/2022 — — — — 300,000 465,000 Pat Griffin RSUs(2) 10/25/2021 — — — — 60,000 93,000 RSUs(3) 12/19/2022 — — — — 300,000 465,000 GeorgeGu Options(4) 11/12/2020 5,537,500 5,537,500 1.41 1/3/2036 — — Craig Knight Options(5) 11/12/2020 5,537,500 — 1.13 1/4/2036 — — (1) The RSUs granted to Mr. Meeks vest in four equal annual installments commencing upon the grant date, subject to continued employment. (2) The RSUs granted to Mr. Chong and Mr. Griffin vest in four equal annual installments commencing upon the first anniversary of the grant date, subject to continued employment. (3) The RSUs granted to Messers. Meeks, Chong, and Griffin vest on the second anniversary of the grant date, subject to continued employment. (4) The option awards reported in this column granted to Mr. Gu vest as follows: 50% on the grant date and 50% on the occurrence of a Qualified HFCT Exit Event (as defined therein and described below under “Additional Narrative Disclosure—Potential Payments Upon a Termination or Change in Control”). (5) The option awards reported in these columns granted to Mr. Knight were fully vested on the grant date. (6) Market value is calculated by multiplying the closing market price of $1.55 for Hyzon common stock as of December 30, 2022 (the final trading day of the year), as reported by Nasdaq, by the number of shares or units of stock. (7) Outstanding RSUs held by Mr. Chong were forfeited in their entirety upon his resignation from the Company effective February 10, 2023. Additional Narrative Disclosure Retirement Benefits Hyzon provides a tax-qualified Section 401(k) plan for all employees, including the named executive officers. Hyzon does not provide to employees, including its named executive officers, any other retirement benefits, including but not limited to tax-qualified defined benefit plans, supplemental executive retirement plans and nonqualified defined contribution plans. Potential Payments Upon Termination or Change in Control Pursuant to the employment agreement between Mr. Meeks and Hyzon, upon a termination for any reason, Mr. Meeks is entitled to receive any earned, but unpaid base salary, any accrued and unused vacation and any owed reimbursements pursuant to the employment agreement. Upon a termination by Hyzon without cause or by Mr. Meeks for good reason (as such terms are defined in the employment agreement and such termination, a “qualifying termination”), Mr. Meeks will also receive: (i) a lump sum payment equal to (A) two times the sum of Mr. Meek’s base salary and target bonus (if such qualifying termination occurs within the 3 month period prior to or 12 month period following a change, such termination a “qualifying change in control termination”) or (B) $1.5 million (if the qualifying termination is not a qualifying change in control termination), (ii) reimbursement for continued medical benefits for a period of up to 18 months in connection with a qualifying termination (both in the case of a qualifying termination that is a qualifying change in control and a qualifying termination that is not a qualifying change in control termination); and (iii) (A) full vesting of all outstanding equity awards or long term incentive awards, including performance-based awards (in the case of a qualifying change in control termination) or (B) full vesting of all outstanding time-based equity awards or long-term incentive awards and vesting of a pro-rata portion of unvested performance-based equity awards, which pro-rata portion shall be based on Mr. Meeks’ performance determined and approved by the Board or a committee thereof in consultation with the Board (if there is not a qualifying change in control termination). 30 | Hyzon Motors 2023 Proxy Statement
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