false
0001821159
0001821159
2024-01-17
2024-01-17
0001821159
us-gaap:CommonClassAMember
2024-01-17
2024-01-17
0001821159
evgo:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50Member
2024-01-17
2024-01-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 17, 2024
EVgo Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-39572 |
|
85-2326098 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
11835 West Olympic Boulevard, Suite 900E
Los Angeles, California |
|
90064 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (877) 494-3833
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under
any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each
class |
|
Trading
Symbol(s) |
|
Name of each
exchange on which registered |
Shares of Class A common stock, $0.0001 par value |
|
EVGO |
|
Nasdaq Global Select Market |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
|
EVGOW |
|
Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial Condition
On January 17, 2024,
EVgo Inc. (the “Company”) issued a press release (the “Press Release”) announcing certain preliminary financial
and operational results for the fiscal year ended December 31, 2023. In the Press Release, the Company also announced a streamlining
of the Company’s organizational structure designed to increase focus on building, owning and operating the Company’s charging
network and improving the Company’s cost structure. A copy of the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
The information furnished
within this Item 2.02 of this Current Report on Form 8-K (including the press release attached hereto as Exhibit 99.1) shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in
any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference
in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In the Press Release, the
Company also announced the appointment of Dennis Kish to the role of President, effective January 17, 2024 (the “Effective
Date”). Mr. Kish, age 60, has served as the Company’s Chief Operating Officer since January 2022. His full biographical
information and business experience are described in the Company’s proxy statement on Schedule 14A filed with the Securities and
Exchange Commission on April 6, 2023 (the “2023 Proxy Statement”).
In connection with this appointment,
Mr. Kish entered into an Amended & Restated Employment Agreement with EVgo Services LLC, an affiliate of the Company (the
“Employment Agreement”), pursuant to which Mr. Kish assumed the role of President
as of the Effective Date. Under the Employment Agreement, Mr. Kish will receive an annual
base salary of $450,000 and will be eligible for a target annual bonus based on a target bonus opportunity of 90% (up to a maximum of
135%) of Mr. Kish’s annual base salary, and as may be otherwise approved or changed by the Board based upon Mr. Kish’s
performance and the achievement of certain objectives as determined by the Board.
On the date the Company issues
its annual equity awards to its executive officers for fiscal year 2024 or such other date as selected
by the Board (the “Grant Date”), Mr. Kish will receive a one-time equity grant of performance-based restricted stock
units (“PSUs”) under the Company’s 2021 Long Term Incentive Plan (the “LTIP”) with a value of $500,000,
with the number of shares based on the volume-weighted average price per share of Stock (as defined in the LTIP) over the period established
by the Board for the Company’s annual equity incentive awards to other executive officers for fiscal year 2024, or such other period
as determined by the Board. The PSUs are divided into three equal tranches. Each tranche is subject
to both a time condition and a performance condition, with the time condition being satisfied in three equal installments on each of the
first three anniversaries of the vesting commencement date established by the Board for the Company’s annual equity incentive awards
to other executive officers for fiscal year 2024 or such other date as determined by the Board, and the performance condition being satisfied
subject to the Company achieving a target share price (tranche one is $6 per share, tranche two is $8 per share and tranche three is $10
per share, in each case calculated on a twenty-day volume-weighted average price per share of Stock at any time during the performance
period by no later than the fifth anniversary of the Grant Date), and in each case subject to Mr. Kish’s continued employment
through the satisfaction of both the time condition and the performance condition, respectively.
On
the date the Company issues its annual equity incentive awards to its executive officers for Fiscal Year 2024, Mr. Kish will also
receive an additional equity grant of restricted stock units (“RSUs”) and other Company securities under the LTIP on terms
consistent with the equity awards to the Company’s other executive officers for fiscal
year 2024, which will constitute Mr. Kish’s annual equity award for fiscal year 2024. The additional grant will be valued at
$2,500,000 (in the aggregate), with (i) the number of shares underlying the grant being based on the volume-weighted average price
per share of Stock over the period established the Board for the Company’s annual equity incentive awards to other executive officers
for fiscal year 2024, and (ii) the vesting criteria (including the performance conditions for any performance-based awards) being
determined by the Board and consistent with those applicable to the awards issued to the Company’s other executive officers for
fiscal year 2024.
Additionally,
Mr. Kish will continue to be eligible to participate in all employee benefit programs for which the Company’s senior executive
employees are generally eligible during the term of his employment, including the Company’s Executive Change in Control and Severance
Plan (the “Change in Control Plan”) on the same terms as in effect immediately prior to his appointment as President. A description
of Mr. Kish’s Change in Control Plan benefits can be found in the 2023 Proxy Statement.
Under
the Employment Agreement, if Mr. Kish’s employment is terminated without “cause” or he resigns for “good
reason” (as such terms are defined in the Employment Agreement), then, subject to him signing and delivering a release of claims
in the form attached to the Employment Agreement (the “Release”) and satisfying the other terms and conditions set forth
in the Employment Agreement, Mr. Kish will be entitled to receive the following severance benefits: (i) an amount equal to
12 months’ base salary and target annual bonus, paid over the 12 months following such termination of employment in accordance
with regular payroll practices (the “Severance Payments”), (ii) an amount equal to his target annual bonus for the year
of termination prorated based on the number of full months he was employed during the year of termination, (iii) payment of the
employer-portion of COBRA premiums for continued medical coverage for Mr. Kish and his eligible dependents for 12 months, or if
such benefit cannot be provided without violating applicable law, a lump sum payment equal to the aggregate amount of such premium payments,
and (iv) immediate vesting of the portion of each award of RSUs, options and PSUs (but only to the extent the performance-based
conditions have been achieved), in each case, previously received by Mr. Kish (collectively, the “Kish Equity Awards”)
that has not vested as of such termination date and that is subject to service-based vesting only, equal to the product (rounded to the
nearest whole number) of (1) the total number of shares of Stock underlying such Kish Equity Awards that are scheduled to vest on
the next vesting date had Mr. Kish remained employed through such vesting date multiplied by (2) a fraction, (A) the
numerator of which is the number of completed months in which Mr. Kish remained in continuous employment since the last vesting
date (or, if no portion of the award has vested, since the grant date) and (B) the denominator of which is 12. Mr. Kish will
not be entitled to receive the benefits in this paragraph if he is eligible to receive the benefits under the Change in Control Plan.
The
Employment Agreement prohibits Mr. Kish from competing with the Company or its affiliates during the term of his employment and continuing
during the period during which Mr. Kish receives the Severance Payments following his termination of employment for the reasons stated
in the previous paragraph (the “Non-Compete Period”) or soliciting any customers during the term of his employment and continuing
during the Non-Compete Period. The Employment Agreement also prohibits Mr. Kish from soliciting or hiring employees of the Company
or its subsidiaries for twelve months following any termination of his employment. Under the Employment Agreement, Mr. Kish also
agrees not to disclose any confidential information regarding the Company or its affiliates at any time and that all work
product developed by him during the term of his employment, the intellectual property of the Company or its affiliates.
The
description of the Employment Agreement in this Current Report on Form 8-K is a summary of, and is qualified in its entirety by,
the terms of the Employment Agreement filed herewith as Exhibit 10.1.
There
is no arrangement or understanding between Mr. Kish and any other person pursuant to which Mr. Kish has been appointed as President.
There are no family relationships between Mr. Kish and any of the Company’s other directors or executive officers, and Mr. Kish
is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
† Indicates a management
contract or compensatory plan, contract or arrangement.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
EVgo Inc. |
|
|
|
Date: January 17, 2024 |
By: |
/s/ Olga Shevorenkova |
|
Name: |
Olga Shevorenkova |
|
Title: |
Chief Financial Officer |
|
|
(Principal Financial Officer and Principal Accounting Officer) |
Exhibit 10.1
Amended &
restated EMPLOYMENT AGREEMENT
between
evgo
services llc
and
Dennis
Kish
January 17,
2024
TABLE
OF CONTENTS
Page
Section 1. |
Employment |
2 |
Section 2. |
Position and Duties |
2 |
Section 3. |
Compensation and Benefits |
3 |
Section 4. |
Term |
5 |
Section 5. |
Executive’s Representations |
9 |
Section 6. |
Deferred Compensation Matters |
10 |
Section 7. |
Non-Compete and Non-Solicitation |
12 |
Section 8. |
Confidential Information, Inventions and Intellectual
Property Rights |
13 |
Section 9. |
Enforcement |
14 |
Section 10. |
Survival |
15 |
Section 11. |
Notices |
15 |
Section 12. |
Severability |
15 |
Section 13. |
Complete Agreement |
15 |
Section 14. |
No Strict Construction |
16 |
Section 15. |
Counterparts |
16 |
Section 16. |
Successors and Assigns |
16 |
Section 17. |
Choice of Law |
16 |
Section 18. |
Amendment and Waiver |
16 |
Section 19. |
Withholding |
16 |
Section 20. |
Consent to Jurisdiction |
17 |
Section 21. |
Waiver of Jury Trial |
17 |
Section 22. |
Corporate Opportunity |
17 |
Section 23. |
Executive’s Cooperation |
17 |
Section 24. |
Company Policies |
17 |
EVgo
Services llc
Amended &
Restated EMPLOYMENT AGREEMENT
THIS AGREEMENT (“Agreement”)
is made as of January 17, 2024 (the “Effective Date”) between EVgo Services LLC, a Delaware limited liability
company (and any successor thereto, the “Company”), and Dennis Kish (“Executive”) to reflect Executive’s
promotion to the role of President of EVgo Inc. (“Parent”) effective as of the Effective Date.
WHEREAS, the Company and the
Executive are party to that certain Employment Agreement, dated as of January 1, 2022 (the “Prior Employment Agreement”);
and
WHEREAS, Parent and the Executive
are party to those certain (i) Restricted Stock Unit Agreements, with grant dates of January 25, 2022, April 1, 2022, April 3,
2023 and August 8, 2023 (the “RSU Award Agreements”) and (ii) Stock Option Agreements, with grant dates of
April 1, 2022 and April 3, 2023 (together with the RSU Award Agreements, the “Equity Agreements”).
NOW, THEREFORE, in consideration
of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
Section 1. Employment.
Executive hereby accepts employment with the Company upon the terms and conditions set forth in this Agreement for the period beginning
on the Effective Date and ending as provided in Section 4 (the “Employment Period”).
Section 2. Position
and Duties.
(a) During
the Employment Period, Executive shall serve as the Parent’s President (the “President”) and shall have the normal
duties, responsibilities, functions and authority of the President, including (without limitation) the duties previously performed by
Executive in his role as Chief Operating Officer as well as certain of the functions previously performed by the former Chief Technology
Officer and the former Chief Revenue Officer, subject to the power and authority of the board of directors of EVgo Inc. (the “Board”)
and the Chief Executive Officer (“CEO”) to expand or limit such duties, responsibilities, functions and authority generally
consistent with Executive’s position. During the Employment Period, Executive shall render such executive and managerial services
to Parent, the Company and its Subsidiaries (collectively, the “Company Group”) which are consistent with Executive’s
position, as the Board and the CEO may from time to time direct.
(b) During
the Employment Period, Executive shall report to the CEO and shall devote Executive’s best efforts and Executive’s full business
time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs
of the Company Group. Executive shall perform Executive’s duties, responsibilities and functions for the Company Group hereunder
to the best of Executive’s abilities in a diligent, trustworthy, legal, professional and efficient manner and shall comply with
the Company Group’s policies and procedures in all material respects. In performing Executive’s duties and exercising Executive’s
authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the
Board and shall support and cooperate with the Company Group’s efforts to expand their businesses and operate profitably and in
conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall
not, without the prior written consent of the Board, accept other employment or perform other services for compensation. During the Employment
Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other person or
entity without the prior written consent of the Board; provided, that Executive may serve as an officer or director of, or otherwise
participate in, solely educational, welfare, social, religious, not-for-profit and civic organizations so long as such activities do not
interfere with Executive’s employment with the Company Group.
Section 3. Compensation
and Benefits.
(a) During
the Employment Period, Executive’s base salary shall be $450,000 per annum (the “Base Salary”), which salary
shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices in effect from
time to time. During the period beginning on the Effective Date and ending December 31, 2024, the Base Salary shall be pro rated
on an annualized basis, and for the period from January 1, 2024 and ending on the Effective Date, Executive shall receive the pro
rated base salary provided under the Prior Employment Agreement. In addition, during the Employment Period, Executive shall be entitled
to participate in all of the Company’s employee benefit programs for which senior executive employees of the Company Group are generally
eligible, including vacation and paid time off, in accordance with the terms and conditions of the applicable plans and policies.
(b) During
the Employment Period, the Company shall reimburse Executive for all reasonable business expenses incurred by Executive while performing
Executive’s duties and responsibilities under this Agreement which are consistent with the Company’s policies in effect from
time to time with respect to travel, entertainment and other business expenses subject to the Company’s requirements with respect
to reporting and documentation of such expenses.
(c) Executive
shall be eligible to receive an annual incentive payments (the “Bonus Amount”) based on a target bonus opportunity
of 90% of the base salary received by Executive for the applicable calendar year (up to a maximum of 135% of the base salary received
by the Executive for the applicable calendar year, and as may be otherwise approved or changed by the Board) based upon Executive’s
performance and the Company’s achievement of certain objectives as determined by the Board (the “Incentive Targets”).
The Bonus Amount, if any, shall be paid to Executive within 30 days after the Board or the compensation committee determines whether and
to what extent Incentive Targets were achieved, but no later than March 15 following the end of the calendar year for which the Bonus
Amount, if any, was earned.
(d) Executive
will receive a one-time equity grant of performance-based restricted stock units (“PSUs”) on the date that Parent issues
its annual equity incentive awards to executive officers for fiscal year 2024 under the EVgo Inc. 2021 Long Term Incentive Plan (the “LTIP”),
or such other date as selected by the Board (the “Grant Date”) valued at $500,000 (with the number of shares based
on the volume-weighted average price per share of Stock (as defined in the LTIP) over the period established by the Board for the Parent’s
annual equity incentive awards to other executive officers for fiscal year 2024, or such other period as determined by the Board (the
“VWAP”). The one-time grant of PSUs will vest subject to satisfaction of a time condition and a performance condition
as follows:
(i) 1/3rd
of the PSUs (i.e., PSUs valued at $166,666.66 (with the number of shares based on the VWAP)) will vest subject to satisfaction of both
a time and performance condition, with the time condition being satisfied in three equal installments on each of the first three anniversaries
of the vesting commencement date established by the Board for Parent’s annual equity incentive awards to other executive officers
for fiscal year 2024 or such other date as determined by the Board (such date, the “Vesting Commencement Date”) and
the performance condition being satisfied subject to Parent achieving a target share price of $6 per share (calculated on a 20-trading
day VWAP) at any time during the performance period by no later than the fifth anniversary of the Grant Date, subject to Executive’s
continued employment through the satisfaction of the time condition and the performance condition, respectively.
(ii) 1/3rd
of the PSUs (i.e., PSUs valued at $166,666.67 (with the number of shares based on the VWAP)) will vest subject to satisfaction of both
a time and performance condition, with the time condition being satisfied in three equal installments on each of the first three anniversaries
of the Vesting Commencement Date and the performance condition being satisfied subject to Parent achieving a target share price of $8
per share (calculated on a 20-trading day VWAP) at any time during the performance period by no later than the fifth anniversary of the
Grant Date, subject to Executive’s continued employment through the satisfaction of the time condition and the performance condition,
respectively.
(iii) 1/3rd
of the PSUs (i.e., PSUs valued at $166,666.67 (with the number of shares based on the VWAP)) will vest subject to satisfaction of both
a time and performance condition, with the time condition being satisfied in three equal installments on each of the first three anniversaries
of the Vesting Commencement Date and the performance condition being satisfied subject to Parent achieving a target share price of $10
per share (calculated on a 20-trading day VWAP) at any time during the performance period by no later than the fifth anniversary of the
Grant Date, subject to Executive’s continued employment through the satisfaction of the time condition and the performance condition,
respectively.
The PSUs will be subject to approval by the Board
and to the terms of definitive documentation governing the award and the terms of the LTIP.
(e) For
2024, on the date that Parent issues its annual equity incentive awards to executive officers for fiscal year 2024 under the LTIP, Executive
will receive an additional equity grant of Parent securities under the LTIP on terms consistent with the equity awards to Parent’s
other executive officers for fiscal year 2024. The additional grant will be valued at $2,500,000 (in the aggregate), with (i) the
number of shares underlying the grant being based on the volume-weighted average price per share of Stock over the period established
the Board for the Company’s annual equity incentive awards to other executive officers for fiscal year 2024, (ii) the percentage
of the grant that will consist of RSUs and other equity awards, respectively, being determined by the Board and consistent with the percentages
and award types, in each case, applied to the annual equity awards to the Company’s other executive officers for fiscal year 2024,
and (iii) the vesting criteria (including the performance conditions for any performance-based awards) being determined by the Board
and consistent with those applicable to the awards issued to the Company’s other executive officers for fiscal year 2024. This additional
award will be subject to approval by the Board and to the terms of definitive documentation governing the award and the terms of the LTIP.
Executive will be eligible for awards under the LTIP in future years as determined by the Board or the compensation committee of the Board.
(f) All
amounts payable to Executive as compensation hereunder shall be subject to all required and customary withholding by the Company Group.
(g) Nothing
in this Agreement supersedes or overrides Executive’s ability to participate in the Company’s Change in Control and Severance
Plan (the “CIC Plan”) or be party to a Participation Agreement thereunder (“Participation Agreement”).
Following the Effective Date, Executive will continue to be wholly subject to the terms and conditions of the CIC Plan and the Participation
Agreement previously entered into by Executive.
Section 4. Term.
(a) The
Employment Period shall begin on the Effective Date and terminate (any such termination, a “Separation”) on the earliest
to occur of Executive’s (i) resignation with or without Good Reason, (ii) death or Disability or (iii) termination
by the Company at any time (with or without Cause). Except as otherwise permitted or provided herein, any termination of the Employment
Period by the Company shall be effective as of the date specified in a written notice from the Company to Executive.
(b) If
the Employment Period is terminated by the Company without Cause or upon Executive’s resignation with Good Reason, Executive shall
only be entitled to receive Executive’s Base Salary and employee benefits through the date of such termination or resignation, including
any portion of a Bonus Amount earned but unpaid for any previously ended fiscal year as provided in Section 3(c) that
would have payable to Executive if the Employment Period had not been so terminated, and Executive shall not be entitled to any other
salary, bonus, compensation or benefits from the Company Group thereafter, except as follows:
(i) (x) if
and only if Executive has executed and delivered to the Company a general release, in the form annexed as Exhibit A hereto
or as approved by the Board from time to time (the “General Release”), and the General Release has become effective
and is no longer subject to revocation, and only so long as Executive has not revoked or breached the provisions of the General Release
and does not apply for unemployment compensation chargeable to the Company Group during the Severance Period, and (y) subject to
the terms and conditions of Section 6, and (z) subject to Executive complying with the terms of Section 7 and Section 8
of this Agreement, Executive shall be entitled to receive:
(1) an amount equal to the sum
of 12 months of Executive’s Base Salary then in effect and Executive’s target Bonus Amount, payable in regular installments
in accordance with the Company’s regular payroll practices, as special severance payments from the date of such termination over
a period of 12 months after the date of such termination without Cause or resignation with Good Reason (the “Severance Period”);
(2) an amount equal to Executive’s
target Bonus Amount for the year of termination pro-rated based on the number of full months for which Executive was employed by the Company
during such year, payable in a lump sum on the 60th day following termination of the Employment Period;
(3) if Executive, and any spouse
and/or dependents of Executive (the “Family Members”) has or have coverage on the termination date under a group health
plan (including, without limitation, medical, dental and vision plans) sponsored by a member of the Company Group, the Company will (or
will cause one of its Company Group members to) reimburse Executive the employer-portion of the applicable monthly premium cost (which
amount will be based on the employer-portion of the COBRA premium for the first month of COBRA coverage following termination of the Employment
Period) (such portion of the monthly COBRA premium, the “Covered COBRA Premium”) for continued group health plan coverage
under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), during the 12-month period
following termination of the Employment Period; provided, that Executive validly elects and is eligible to continue coverage under COBRA
for Executive and the Family Members. However, if a Company Group member determines in its sole discretion that it cannot provide the
Covered COBRA Premium benefits without potentially violating applicable laws (including, without limitation, Section 2716 of the
Public Health Service Act and ERISA), such Company Group member will in lieu thereof provide to Executive a lump sum payment equal to
the Covered COBRA Premium (on an after-tax basis) that Executive would be required to pay to continue the group health coverage for Executive
and the Family Members, multiplied by 12, which payment will be made regardless of whether Executive elects COBRA continuation coverage;
(4) with respect to each of Executive’s
equity awards from Parent that are outstanding as of immediately prior to the termination date and that vest solely based on achieving
certain service-based vesting requirements (each such award, a “Service-Based Equity Award”), and unless otherwise
provided in the applicable award agreement governing such award, vesting acceleration as to a number of unvested shares underlying such
Service-Based Equity Award equal to the product (rounded to the nearest whole share) of: (i) the total number of then-unvested shares
underlying such Service-Based Equity Award that are scheduled to vest on the next vesting date under the applicable award agreement governing
such Service-Based Equity Award had Executive remained continuously employed by the Company Group through such vesting date multiplied
by (ii) a fraction, (A) the numerator of which is the number of completed months in which Executive remained continuously
employed by the Company Group since the last vesting date (or, if no portion of the Service-Based Equity Award has vested, since the grant
date of such Service-Based Equity Award) and (B) the denominator of which is 12; it being understood that, with respect to any Service-Based
Equity Awards that are outstanding as of the Effective Date, the provisions of this clause (4) will supersede any contrary provision
in the applicable Equity Agreements; and
(5) with respect to each of Executive’s
equity awards from Parent that are outstanding as of immediately prior to the termination date and for which the performance-based vesting
requirements, but not the service-based vesting requirements, have been satisfied as of the termination date (each, an “Eligible
PSU” and such award, a “Performance-Based Equity Award”), and unless otherwise provided in the applicable
award agreement governing such award, vesting acceleration as to a number of Eligible PSUs equal to the product (rounded to the nearest
whole share) of: (i) the total number of Eligible PSUs that are scheduled to vest on the next vesting date under the applicable award
agreement governing such Performance-Based Equity Award had Executive satisfied the applicable service-based condition set forth in that
award agreement continuously through such vesting date multiplied by (ii) a fraction, (A) the numerator of which is the
number of completed months in which the Executive continuously satisfied the applicable service condition since the last vesting date
(or, if no portion of such Performance-Based Equity Award has vested, since the grant date of such Performance-Based Equity Award) and
(B) the denominator of which is 12. Unless otherwise determined by the Board, all other then-unvested shares underlying the Performance-Based
Equity Awards (including any other unvested shares or units) will terminate upon the date Executive first fails to satisfy the applicable
service-based condition set forth in that award agreement, and Executive will have no further rights with respect to such Performance-Based
Equity Awards or the underlying shares.
(ii) Except
as provided in Section 4(b)(i), Executive shall not be entitled to any other salary, compensation or benefits after termination
of the Employment Period, except as otherwise specifically provided for under the Company’s employee benefit plans or as expressly
required by applicable law.
(c) If
the Employment Period is terminated pursuant to clause (a)(ii) above due to Executive’s death or Disability, Executive shall
be entitled to receive Executive’s Base Salary through the date of such termination, including any portion of a Bonus Amount earned
but unpaid for any previously ended fiscal year as provided in Section 3(c) that would have payable to Executive if the
Employment Period had not been so terminated. Executive shall not be entitled to any other salary, compensation or benefits from the Company
Group thereafter, except as otherwise specifically provided for under the Company’s employee benefit plans or as expressly required
by applicable law.
(d) If
the Employment Period is terminated by the Company for Cause or is terminated pursuant to clause (a)(i) above due to Executive’s
resignation without Good Reason, Executive shall only be entitled to receive Executive’s Base Salary and employee benefits through
the date of such termination and shall not be entitled to any other salary, compensation or benefits from the Company Group thereafter,
except as otherwise specifically provided for under the Company’s employee benefit plans or as expressly required by applicable
law.
(e) Except
as otherwise expressly provided in this Agreement, all of Executive’s rights to salary, bonuses, employee benefits and other compensation
hereunder which would have accrued or become payable after the termination of the Employment Period shall cease upon such termination
or expiration, other than those expressly required under applicable law (such as COBRA). Nothing contained herein is intended to limit
or otherwise restrict the availability of any COBRA benefits to Executive required to be provided pursuant to Section 601 of Title I
of the Employee Retirement Income Security Act of 1974 and Section 4980B of the Internal Revenue Code (the “Code”).
Except as otherwise provided in Section 6, the Company may offset any amounts Executive owes the Company Group against any
amounts the Company Group owes Executive hereunder.
(f) “Cause”
shall mean with respect to Executive one or more of the following: (i) the conviction of a felony or other crime involving moral
turpitude; (ii) the commission of any act or omission involving dishonesty, disloyalty or fraud, including with respect to the Company
Group or any of their customers or suppliers; (iii) reporting to work under the impairment of alcohol or drugs, or the use of illegal
drugs (whether or not at the workplace) or other conduct causing the Company Group substantial public disgrace or disrepute or substantial
economic harm; (iv) failure to perform all material duties as reasonably directed by the Board; (v) any act or omission aiding
or abetting a competitor, supplier or customer of the Company Group whether or not resulting in a disadvantage or detriment to the Company
Group; (vi) breach of any duty, gross negligence, or willful misconduct with respect to the Company Group; or (vii) any other
material breach of this Agreement.
(g) “Disability”
shall mean Executive’s inability to perform the essential duties, responsibilities and functions of Executive’s position with
the Company Group for a period of 90 consecutive days or for a total of 180 days during any 12-month period as a result of any mental
or physical illness, disability or incapacity even with reasonable accommodations for such illness, disability or incapacity provided
by the Company Group or if providing such accommodations would be unreasonable, all as determined by the Board in its reasonable good
faith judgment; provided, that if any such Disability would not be a “disability” within the meaning of Code Section 409A,
no payment shall be made hereunder as a result of any such Disability that would be deferred compensation for purposes of Code Section 409A.
Executive shall cooperate in all respects with the Company if a question arises as to whether Executive has become disabled (including
submitting to reasonable examinations by one or more medical doctors and other health care specialists and authorizing such medical doctors
and other health care specialists to discuss Executive’s condition with the Company).
(h) “Good
Reason” shall mean if Executive resigns from employment with the Company Group prior to the end of the Employment Period as
a result of one or more of the following reasons: (i) the Company reduces the amount of the Base Salary without Executive’s
consent other than as part of a reduction in the salaries of the Company’s executive team as a whole with such reduction being in
the same proportion as the reductions applied to the other executive team members’ base salaries; or (ii) the Company materially
diminishes Executive’s duties or responsibilities; provided that written notice of Good Reason must be delivered to the Company
within 30 days after the occurrence of any such event in order for Executive’s resignation with Good Reason to be effective hereunder
and the Company must have failed to cure such event, to the extent curable, within 60 days following receipt of such notice.
(i) “Person”
means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization, investment fund, any other business entity and a governmental entity or any department, agency
or political subdivision thereof.
(j) “Subsidiary”
means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if
a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency)
to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination thereof, (ii) if a limited liability company, partnership,
association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof
is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination
thereof, or (iii) the management is otherwise controlled directly or indirectly, through one or more intermediaries, by such Person.
For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership,
association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability
company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner
of such limited liability company, partnership, association, or other business entity. For purposes hereof, references to a “Subsidiary”
of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated,
the term “Subsidiary” refers to a Subsidiary of the Company.
Section 5. Executive’s
Representations. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of
this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument,
order, judgment or decree to which Executive is a party or by which Executive is bound, (ii) except as otherwise disclosed herein,
Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person,
business or entity or any agreement or contract requiring Executive to assign inventions to another party, (iii) upon the execution
and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance
with its terms, and (iv) Executive is not subject to any pending, or to Executive’s knowledge any threatened, lawsuit, action,
investigation or proceeding, including with respect to Executive’s prior employment or consulting work or the use of any information
or techniques of any former employer or contracting party. Executive hereby acknowledges and represents that Executive has consulted with
independent legal counsel regarding Executive’s rights and obligations under this Agreement, including Section 7, Section 17,
and Section 20, which have been reviewed in full and consented to, and that Executive fully understands the terms and conditions
contained herein.
Section 6. Deferred
Compensation Matters.
(a) It
is the intent of the Company and Executive that the payments and benefits under this Agreement shall comply with Code Section 409A
and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”), and accordingly,
to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with Code Section 409A. In no event whatsoever
shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or
for any damages for failing to comply with Code Section 409A.
(b) A
termination of the Employment Period shall not be deemed to have occurred for purposes of any provision of this Agreement providing for
the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation
from service” within the meaning of Code Section 409A, and for purposes of any such provision of this Agreement, references
to a “termination”, “termination of the Employment Period”, “termination of employment” or similar
terms shall mean “separation from service.”
(c) Notwithstanding
any other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination of the Employment Period
to be a “specified employee” within the meaning of that term under Code Section 409A, then each of the following shall
apply:
(i) With
regard to any payment that is considered “non-qualified deferred compensation” under Code Section 409A payable on account
of a “separation from service,” such payment shall be made on the date which is the earlier of (A) the expiration of
the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s
death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period,
all payments delayed pursuant to this Section 6 (whether otherwise payable in a single sum or in installments in the absence
of such delay) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided
for in accordance with the normal payment dates specified herein; and
(ii) To
the extent that any benefits to be provided during the Delay Period are considered “non-qualified deferred compensation” under
Code Section 409A payable on account of a “separation from service,” and such benefits are not otherwise exempt from
Code Section 409A, Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse Executive,
to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been
provided by the Company at no cost to Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period.
Any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified in this Agreement.
(d) To
the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by Executive
of the General Release, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and
no longer subject to revocation, if applicable) within sixty (60) days following the date of the termination of the Employment Period.
If the General Release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following
shall apply:
(i) To
the extent any such cash payments or continuing benefits to be provided are not “non-qualified deferred compensation” for
purposes of Code Section 409A, then such payments or benefits shall commence upon the first scheduled payment date immediately after
the date the General Release is executed and no longer subject to revocation (the “Release Effective Date”). The first
such cash payment shall include all amounts that otherwise would have been due prior thereto under the terms of this Agreement applied
as though such payments commenced immediately upon the termination of the Employment Period, and any payments made after the Release Effective
Date shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had
such benefits commenced immediately following the termination of the Employment Period.
(ii) To
the extent any such cash payments or continuing benefits to be provided are “non-qualified deferred compensation” for purposes
of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60th) day following
the termination of the Employment Period. The first such cash payment shall include all amounts that otherwise would have been due prior
thereto under the terms of this Agreement had such payments commenced immediately upon the termination of the Employment Period, and any
payments made after the first such payment shall continue as provided herein. The delayed benefits shall in any event expire at the time
such benefits would have expired had such benefits commenced immediately following the termination of the Employment Period.
The Company may provide, in its sole discretion,
that Executive may continue to participate in any benefits delayed pursuant to this Section 6 during the period of such delay;
provided, that Executive shall bear the full cost of such benefits during such delay period. Upon the date such benefits would
otherwise commence pursuant to this Section 6, the Company may reimburse Executive for the Company’s share of the cost
of such benefits, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would
otherwise have been provided by the Company at no cost to Executive, in each case had such benefits commenced immediately upon the termination
of the Employment Period. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the schedule and procedures
specified in this Agreement.
(e) To
the extent any reimbursements or in-kind benefits under this Agreement constitute “non-qualified deferred compensation” for
purposes of Code Section 409A, (i) all such expenses or other reimbursements under this Agreement shall be made on or prior
to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right
to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit, and (iii) no such reimbursement,
expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for
reimbursement, or in-kind benefits to be provided, in any other taxable year.
(f) For
purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated
as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with
reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”),
the actual date of payment within the specified period shall be within the Company’s sole discretion. Notwithstanding any other
provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “non-qualified
deferred compensation” for purposes of Code Section 409A be subject to offset, counterclaim or recoupment by any other amount
unless otherwise permitted by Code Section 409A.
Section 7. Non-Compete
and Non-Solicitation.
(a) Executive
acknowledges and agrees that (i) the business of the Company and its Subsidiaries is conducted in North America (collectively, the
“Territory”), (ii) the Company’s and its Subsidiaries’ reputation and goodwill are an integral part
of its business success throughout the Territory, (iii) Executive is familiar with certain of the Company’s and its Subsidiaries’
trade secrets and with other Confidential Information (as defined herein) concerning the Company and its affiliates, (iv) Executive’s
services are of special, unique and extraordinary value to the Company and its Subsidiaries, and (v) if Executive were to deprive
the Company or any of its Subsidiaries of any of such goodwill or in any manner utilizes such reputation and goodwill in competition with
the Company or any of its Subsidiaries, the Company will be deprived of the benefits it has bargained for in this Agreement. Accordingly,
in order to protect such trade secrets, Confidential Information and goodwill as well as the value of the Company and its Subsidiaries,
and as a condition to the Company’s willingness to enter into this Agreement, Executive agrees that, so long as Executive is employed
by the Company or any of its Subsidiaries and, solely to the extent that Executive is receiving the severance payments under Section 4(b)(i) of
this Agreement, continuing for the period beginning on the date of Executive’s Separation and ending upon the last day in which
Executive receives the severance payments under Section 4(b)(i)(x)(1) (the “Non-Compete Period”),
Executive shall not, anywhere in the Territory, directly or indirectly own any interest in, manage, control, participate in, consult with,
render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business that
reasonably purports to compete with the material lines of businesses of the Company or any of its Subsidiaries, as such businesses (x) currently
exist or are currently in the active process of development and (y) exist or are in the active process of development during Executive’s
employment with the Company or any of its Subsidiaries; provided that, nothing herein shall prohibit Executive from being a passive owner
of not more than 1% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no participation
in the business of such corporation.
(b) During
the Non-Compete Period, Executive shall not directly or indirectly through another person or entity induce or attempt to induce any customer,
referral source, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its Subsidiaries to cease
doing business with the Company or any of its Subsidiaries, or in any way interfere with the relationship between any such customer, supplier,
licensee or business relation and the Company or any of its Subsidiaries. Executive agrees that, so long as Executive is employed by the
Company or any of its Subsidiaries and continuing for the period beginning on the date of Executive’s Separation and ending upon
the date that is twelve (12) months following the date of Executive’s Separation, Executive shall not (i) induce or attempt
to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in
any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof or (ii) hire any
person who was an employee of the Company or any of its Subsidiaries within one year prior to the time such employee was hired by Executive
(directly or indirectly through another person or entity).
(c) If
any portion of the non-compete or non-solicitation agreements within this Agreement are found by a court to be unenforceable under California
law, such provision shall be severed and the remainder of this Agreement shall remain in full force and effect. This provision shall,
in no way, be deemed to render the remainder of this Agreement unenforceable or otherwise invalid.
Section 8. Confidential
Information, Inventions and Intellectual Property Rights.
(a) Executive
acknowledges that the information, observations and data (including trade secrets) obtained by Executive concerning the business and affairs
of the Company Group, whether obtained before or after the Effective Date, (“Confidential Information”) are the property
of the Company Group. Executive agrees not to disclose to any person or entity or use for Executive’s own (or other Person’s)
purposes any Confidential Information or any confidential or proprietary information of other persons or entities in the possession of
the Company Group and its affiliates (“Third Party Information”), without the prior written consent of the Board unless
and to the extent that the Confidential Information or Third Party Information becomes generally known to and available for use by the
public other than as a result of Executive’s direct or indirect acts or omissions. Executive shall deliver to the Company Group
at the termination or expiration of Executive’s employment, or at any other time the Company Group may request, all memoranda, notes,
plans, records, reports, computer files, disks and tapes, printouts and software and other documents and data (and copies thereof) embodying
or relating to Third Party Information, Confidential Information, Work Product (as defined below) or the business of the Company Group
that Executive may then possess or have under Executive’s control.
(b) Executive
acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings,
reports, patent applications and copyrightable work (whether or not including any Confidential Information) and all registrations or applications
related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the
Company Group’s actual or anticipated business, research and development or existing or future products or services and that are
conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company Group, whether before or
after the Effective Date (“Work Product”), belong to the Company Group. Executive shall promptly disclose such Work
Product to the Company Group and, at the Company’s expense, perform all actions reasonably requested by the Company Group (whether
during or after Executive’s employment) to establish and confirm such ownership (including assignments, consents, powers of attorney
and other instruments). Executive acknowledges that all Work Product shall be deemed to constitute “works made for hire” under
the U.S. Copyright Act of 1976, as amended.
(c) Executive
agrees and recognizes that Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the
disclosure of a trade secret that is made (x) in confidence to a federal, state or local government official, either directly or
indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (z) is
made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Executive files a
lawsuit for retaliation for Executive reporting a suspected violation of law, Executive understands that Executive may disclose trade
secrets to Executive’s attorney(s) in such lawsuit and use the trade secret information in court proceedings, provided,
that Executive: (i) files any documents containing any trade secret information under seal; and (ii) does not disclose any trade
secrets except pursuant to a court order. Further, notwithstanding anything to the contrary contained herein, no provision of this Agreement
shall be interpreted so as to impede Executive (or any other individual) from reporting possible violations of federal law or regulation
to any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission,
Congress and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal law or regulation.
Executive does not need the prior authorization of the Company to make any such reports or disclosures, and Executive shall not be required
to notify the Company that such reports or disclosures have been made.
Section 9. Enforcement.
If, at the time of enforcement of Section 7 or Section 8 of this Agreement, a court holds that the restrictions stated
herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area
reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise
the restrictions contained herein to cover the maximum period, scope and area permitted by law. Because Executive’s services are
unique and because Executive has access to Confidential Information and Work Product, the parties hereto agree that the Company Group
would suffer irreparable harm from a breach of Section 7 or Section 8 by Executive and that money damages would not be
an adequate remedy for any such breach of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement,
the Company or its successors or assigns, in addition to other rights and remedies existing in their favor, shall be entitled to specific
performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations
of, the provisions hereof (without posting a bond or other security). If Executive breaches Section 7, Executive shall forfeit
any further payments under Section 4(b)(i) and the Severance Period shall be deemed to end immediately on the date of
such breach. Executive acknowledges and agrees that the covenants and agreements set forth in this Agreement were a material inducement
to the Company to enter into this Agreement and to perform its obligations hereunder, and that the Company would not obtain the benefit
of the bargain set forth in this Agreement as specifically negotiated by the parties hereto if Executive breached the provisions of this
Agreement. Executive further acknowledges and agrees (i) that due to the proprietary nature of the Company Group’s business,
the restrictions set forth in this Agreement are reasonable as to time and scope and are necessary to ensure the preservation, protection
and continuity of the business, trade secrets and goodwill of the Company Group and (ii) that Executive has reviewed the provisions
of this Agreement, including Section 7, with Executive’s legal counsel and specifically consents to abide by the restrictions
set forth in this Agreement, including Section 7.
Section 10. Survival.
Section 4 through Section 24, inclusive, shall survive and continue in full force in accordance with their terms notwithstanding
the termination of the Employment Period.
Section 11. Notices.
Any notice to be given under or by reason of this Agreement shall be in writing and shall be either personally delivered, sent by reputable
overnight courier service or mailed by first class mail, return receipt requested, to the recipient at the address below indicated:
Notices to Executive:
At the most recent address on file with the Company,
Notices to the Company:
EVgo Services LLC
11835 W. Olympic Blvd., Ste. 900E
Los Angeles, CA 90064
Attention: General Counsel
or such other address or to the attention of such
other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement
shall be deemed to have been given when so delivered, sent or mailed.
Section 12. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability shall be modified in such manner as to be valid, legal
and enforceable but so as to most nearly retain the intent of the parties and shall not affect any other provision of this Agreement or
any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
Section 13. Complete
Agreement. This Agreement and any other agreements expressly referred to herein embody the complete agreement and understanding among
the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral,
which may have related to the subject matter hereof in any way.
Section 14. No
Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to
express their mutual intent, and no rule of strict construction shall be applied against any party. The use of the word “including”
shall mean “including, without limitation.”
Section 15. Counterparts.
This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute
one and the same agreement.
Section 16. Successors
and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their
respective heirs, successors and assigns, except that Executive may not assign Executive’s rights or delegate Executive’s
duties or obligations hereunder without the prior written consent of the Company. The Company may assign this agreement to any of its
affiliates at any time without consent of Executive.
Section 17. Choice
of Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits
and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect
to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal
law of the State of Delaware shall control the interpretation and construction of this Agreement (and all schedules and exhibits hereto),
even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction
would ordinarily apply.
Section 18. Amendment
and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company (as approved
by the Board) and Executive, and except as expressly provided herein, no course of conduct or course of dealing or failure or delay by
any party hereto in enforcing or exercising any of the provisions of this Agreement (including the Company’s right to terminate
the Employment Period for Cause) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied
waiver of any provision of this Agreement.
Section 19. Withholding.
The Company Group shall be entitled to deduct or withhold from any amounts owing from the Company Group to Executive any federal, state,
local or foreign withholding taxes, excise tax or employment taxes (“Taxes”) imposed with respect to Executive’s
compensation or other payments from the Company Group or Executive’s ownership interest in the Company (including wages, bonuses,
dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity). In the event the Company Group
does not make such deductions or withholdings, Executive shall indemnify the Company Group for any such Taxes.
Section 20. Consent
to Jurisdiction. EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION
OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, THE DELAWARE COURT OF CHANCERY OF THE STATE OF DELAWARE OR ANY OTHER
COURT OF THE STATE OF DELAWARE, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE
OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH IN THIS AGREEMENT SHALL BE EFFECTIVE SERVICE OF
PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN DELAWARE WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS Section 20.
EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING
ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE UNITED STATES DISTRICT
COURT FOR THE DISTRICT OF DELAWARE, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM
IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
Section 21. Waiver
of Jury Trial. As a specifically bargained for inducement for each of the parties hereto to enter into this Agreement (after having
the opportunity to consult with legal counsel), the Company and Executive each expressly waives the right to trial by jury in any lawsuit
or proceeding relating to or arising in any way from this Agreement or the matters contemplated hereby.
Section 22. Corporate
Opportunity. Executive shall submit to the Board all business, commercial and investment opportunities, and all offers presented to
Executive or of which Executive becomes aware at any time during the Employment Period, which relate to the business of the Company as
it is conducted during the Employment Period (“Corporate Opportunities”). Unless approved by the Board, Executive shall
not accept or pursue, directly or indirectly, any Corporate Opportunities on Executive’s own behalf.
Section 23. Executive’s
Cooperation. During the Employment Period and thereafter, Executive shall cooperate with the Company Group in any internal investigation,
any administrative, regulatory or judicial investigation or proceeding or any dispute with a third party as reasonably requested by the
Company (including Executive being available to the Company for interviews and factual investigations, appearing at the Company’s
request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information
and turning over to the Company all relevant documents which are or may come into Executive’s possession).
Section 24. Company
Policies. Executive agrees to abide by the policies, rules, regulations or usages applicable to Executive as established by the Company
from time to time and provided to Executive in writing, including any applicable clawback or recoupment policies, minimum shareholding
policies, and other policies that may be implemented by the Board from time to time with respect to officers of the Company.
IN WITNESS WHEREOF, the parties
hereto have executed this Amended & Restated Employment Agreement as of the date first written above.
|
EVgo Services LLC |
|
|
|
By: |
/s/ Badar Khan |
|
Name: |
Badar Khan |
|
Its: |
Chief Executive Officer |
|
/s/ Dennis Kish |
|
Dennis Kish |
[Signature
Page to Employment Agreement]
EXHIBIT A
GENERAL RELEASE
I, Dennis Kish, in consideration
of and subject to the performance by EVgo Services LLC, a Delaware limited liability company (together with its subsidiaries and EVgo
Inc., the “Company”), of its obligations under my amended and restated employment agreement, effective as of January 17,
2024 (the “Employment Agreement”), do hereby release and forever discharge as of the date hereof the Company, all of
its affiliates, and all present and former directors, officers, agents, representatives, employees, partners, members, successors and
assigns of the Company, its affiliates and the Company’s direct or indirect owners, including but not limited to EVgo Holdings,
LLC (collectively, the “Released Parties”) to the extent provided below.
1. I
acknowledge and represent that I have received all payments and benefits that I am entitled to receive (as of the date hereof) by virtue
of any employment by the Company.
2. Except
as provided in paragraph 5 below and except for the provisions of the Employment Agreement that expressly survive the termination of my
employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and
forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action,
cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages,
claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through
the date this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company
or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out
of or are connected with my employment with, or my separation or termination from, the Company (including, but not limited to, any allegation,
claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination
in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the
Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act;
the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state
or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal
law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices
or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or
any claim for costs, fees, or other expenses, including, without limitation, attorneys’ fees incurred in these matters) (all of
the foregoing collectively referred to herein as the “Claims”).
3. I
represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph
2 above.
4. I
agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment
Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with
the Company shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination
in Employment Act of 1967).
5. I
agree that I am waiving all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind
whatsoever (including, without limitation, reinstatement, back pay, front pay, attorneys’ fees and any form of injunctive relief).
Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be
waived under law (including, without limitation, the right to file an administrative charge or participate in an administrative investigation
or proceeding); provided that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution
of such charge or investigation or proceeding.
6. In
signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove
mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of
its express terms and provisions, including, without limitation, those relating to unknown and unsuspected Claims (notwithstanding any
state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any,
as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential
and material term of this General Release. I further agree that in the event I should bring a Claim seeking damages against the Company
or any other Released Party, or in the event I should seek to recover against the Company or any other Released Party in any Claim brought
by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted
by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of
this General Release.
7. I
agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed
at any time to be an admission by the Company, any other Released Party or myself of any improper or unlawful conduct.
8. I
agree that I will forfeit all amounts payable by the Company pursuant to Section 4(b) of the Employment Agreement if I challenge
the validity of this General Release. I also agree that if I violate this General Release by suing the Company or any other Released Parties, I
shall pay all costs and expenses of defending against the suit incurred by the Released Parties (including, without limitation, reasonable
attorneys’ fees, and return all payments received by me pursuant to the Section 4(b) of the Employment Agreement).
9. I
agree that this General Release is confidential and agree not to disclose any information regarding the terms of this General Release,
except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required
by law, and I shall instruct each of the foregoing not to disclose the same to anyone. Notwithstanding anything herein to the contrary,
each of the parties (and each affiliate and person acting on behalf of any such party) agree that each party (and each employee, representative,
and other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure
of this transaction contemplated in the Agreement and all materials of any kind (including, without limitation, opinions or other tax
analyses) that are provided to such party or such person relating to such tax treatment and tax structure, but solely to the extent necessary
to comply with any applicable federal or state securities laws. This authorization is not intended to permit disclosure of any other information
including (without limitation) (i) any portion of any materials to the extent not related to the tax treatment or tax structure of
this transaction, (ii) the identities of participants or potential participants in the Agreement, (iii) any financial information
(except to the extent such information is related to the tax treatment or tax structure of this transaction), or (iv) any other term
or detail not relevant to the tax treatment or the tax structure of this transaction.
10. The
non-disclosure provisions in this General Release do not prohibit or restrict me (or my attorney) from responding to any inquiry about
this General Release or its underlying facts and circumstances by the Securities and Exchange Commission, the National Association of
Securities Dealers, Inc., any other self-regulatory organization or governmental entity.
11. I
agree to reasonably cooperate with the Company in any internal investigation, any administrative, regulatory, or judicial proceeding or
any dispute with a third party. I understand and agree that my cooperation may include, but not be limited to, making myself available
to the Company for interviews and factual investigations; appearing at the Company’s request to give testimony without requiring
service of a subpoena or other legal process; volunteering to the Company pertinent information; and turning over to the Company all relevant
documents which are or may come into my possession.
12. I
agree not to disparage the Company’s past and present investors, officers, directors or employees or its affiliates and to keep
all confidential and proprietary information about the past or present business affairs of the Company and its affiliates confidential
unless a prior written release from the Company is obtained. I further agree that as of the date hereof, I have returned to the Company
any and all property, tangible or intangible, relating to the Company’s business, which I possessed or had control over at any time
(including, but not limited to, company-provided credit cards, building or office access cards, keys, computer equipment, manuals, files,
documents, records, software, customer data base and other data) and that I shall not retain any copies, compilations, extracts, excerpts,
summaries or other notes of any such manuals, files, documents, records, software, customer data base or other data.
13. Notwithstanding
anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights
or claims arising out of any breach by the Company or by any Released Party of the Employment Agreement after the date hereof.
14. Whenever
possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law,
but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction,
but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision
had never been contained herein.
BY SIGNING THIS GENERAL RELEASE, I REPRESENT
AND AGREE THAT:
I HAVE READ IT
CAREFULLY;
I UNDERSTAND ALL
OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN
EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH
DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;
I VOLUNTARILY CONSENT
TO EVERYTHING IN IT;
I HAVE BEEN ADVISED
IN WRITING BY MEANS OF THIS GENERAL RELEASE AGREEMENT TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL
READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;
I HAVE HAD AT LEAST
21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON _______________ __, _____ TO CONSIDER IT AND
THE CHANGES MADE SINCE THE _______________ __, _____ VERSION OF THIS GENERAL RELEASE ARE NOT MATERIAL AND SHALL NOT RESTART THE REQUIRED
21-DAY PERIOD OR I HAVE ELECTED TO SIGN THIS RELEASE PRIOR TO THE END OF SUCH 21-DAY PERIOD;
I UNDERSTAND THAT
I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL
THE REVOCATION PERIOD HAS EXPIRED;
I HAVE SIGNED THIS
GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY ATTORNEY RETAINED TO ADVISE ME WITH RESPECT TO IT; AND
I AGREE THAT THE
PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN
AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.
Exhibit 99.1
EVgo Announces Certain Preliminary Financial
and Operating Results, Anticipates Meeting or Exceeding 2023 Financial and Operating Guidance and Focuses on Building, Owning and Operating
a Best-in-Class Public Charging Network
Dennis Kish, EVgo’s Chief Operating Officer,
appointed President to manage consolidated operations, business development, marketing and technology functions
LOS ANGELES –
January 17, 2024 – EVgo Inc. (Nasdaq: EVGO) (“EVgo” or the “Company”), one of the nation’s
largest public fast charging networks for electric vehicles (EVs), today announced certain preliminary financial and operating results
for fiscal year 2023. The Company announced preliminary 2023 throughput of approximately 130 gigawatt-hours (“GWh”). Utilization
on the EVgo network in December 2023 was over 19% up from 15% in September 2023. EVgo ended 2023 with over 3,500 stalls in operation
or under construction, including EVgo eXtend™ stalls.
EVgo anticipates reporting full year 2023 financial
and operating results that meet or exceed the guidance ranges provided by the Company on November 8, 2023. The date and call details
for EVgo’s fourth quarter and full year 2023 earnings call will be announced at a later date.
EVgo
also announced today a simplified organizational structure under which the Company’s business development, marketing and technology
functions will be streamlined and consolidated with operations, reporting to Dennis Kish, EVgo’s Chief Operating Officer, who in
connection with this organizational realignment has been appointed President. Ivo Steklac, Chief Technology Officer, and Tanvi Chaturvedi,
Chief Revenue Officer, will be departing the Company. Mr. Steklac will serve as a strategic advisor to the Company during
a transition period and will depart during 2024. Ms. Chaturvedi is expected to remain in her role at EVgo through the end of February 2024.
The organizational realignment is designed to
allow EVgo to focus on growing its core public charging network business, achieve operational efficiencies, improve the Company’s
cost structure and accelerate progress toward EVgo’s growth and profitability goals.
“EVgo has continued to drive impressive
throughput growth on our network and top-line growth across the Company as we remain relentlessly focused on delivering the ultimate customer
experience and highest quality fast-charging solutions for EV drivers,” said Badar Khan, Chief Executive Officer of EVgo. “We
believe this realignment and resource optimization will allow EVgo to become leaner and more focused on our owned and operated public
charging network and will position us for acceleration towards achieving profitability targets while driving superior shareholder returns
in the long run.”
Mr. Khan continued,
“During his tenure at EVgo, Dennis has built a growth engine that has helped us to accelerate our deployments while making
substantial enhancements to the customer experience. Given this track record, I am confident he is well positioned to take on this
expanded role. Ivo was the founder of the tech program at EVgo and established EVgo as a technology leader in the EV charging space. We
are grateful Ivo is staying to assist with a smooth transition and thankful for his contributions to EVgo’s success. We thank Tanvi
for her contributions to EVgo and wish her well in her future endeavors.”
About EVgo
EVgo (Nasdaq: EVGO) is a leader in electric vehicle
charging solutions, building and operating the infrastructure and tools needed to expedite the mass adoption of electric vehicles for
individual drivers, rideshare and commercial fleets, and businesses. EVgo is one of the nation’s largest public fast charging providers,
featuring over 950 fast charging locations across more than 35 states, including stations built through EVgo eXtend™, its white
label service offering. EVgo is accelerating transportation electrification through partnerships with automakers, fleet and rideshare
operators, retail hosts such as grocery stores, shopping centers, and gas stations, policy leaders, and other organizations. With a rapidly
growing network, robust software products and unique service offerings for drivers and partners including EVgo Optima™, EVgo Inside™,
EVgo Rewards™, and Autocharge+, EVgo enables a world-class charging experience where drivers live, work, travel and play.
Cautionary Statement Regarding Preliminary
Financial Results
The Company has not yet completed its financial
close processes for fiscal year 2023. Therefore, the Company’s statements regarding its expectations for its financial and operating
results for the year ended (and as of) December 31, 2023 included in this press release are based on preliminary unaudited estimates
only and should not be viewed as a substitute for full audited financial statements prepared in accordance with GAAP. They reflect management’s
estimates based solely upon information available to management as of the date of this press release. Further information learned during
the financial close processes and audit may alter the final results. The Company cautions you that actual results which are prepared in
accordance with GAAP and are subject to a full-year audit may differ materially from the preliminary results described in this press release.
Accordingly, you should not place undue reliance upon this preliminary financial and operating information.
Cautionary Statement Regarding Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the
United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such
as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,”
“expect,” “anticipate,” “believe,” “seek,” “target,” “design”
or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These
forward-looking statements are based on management’s current expectations or beliefs and are subject to numerous assumptions, risks
and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These
forward-looking statements include, but are not limited to, express or implied statements regarding EVgo’s ability to grow its
public charging network business, achieve administrative efficiencies, improve EVgo’s cost structure, improve the customer experience,
accelerate progress towards EVgo’s growth and profitability goals, and enhance shareholder returns in the long run; and EVgo’s
preliminary results for stalls in operation or under construction, network throughput, utilization and other financial and operating
measures, including any update or affirmation of previous guidance issued in respect thereof. These statements are based on various assumptions,
whether or not identified in this press release, and on the current expectations of EVgo’s management and are not predictions of
actual performance. There are a significant number of factors that could cause actual results to differ materially from the statements
made in this press release, including information learned during the completion of financial close or audit processes; EVgo’s dependence
on the widespread adoption of EVs and growth of the EV and EV charging markets; competition from existing and new competitors; EVgo’s
ability to expand into new service markets, grow its customer base and manage its operations; the risks associated with cyclical demand
for EVgo’s services and vulnerability to industry downturns and regional or national downturns; fluctuations in EVgo’s revenue
and operating results; unfavorable conditions or further disruptions in the capital and credit markets and EVgo’s ability to obtain
additional financing on commercially reasonable terms; EVgo’s ability to generate cash, service indebtedness and incur additional
indebtedness; any current, pending or future legislation, regulations or policies that could impact EVgo’s business, results of
operations and financial condition, including regulations impacting the EV charging market and government programs designed to drive
broader adoption of EVs and any reduction, modification or elimination of such programs; EVgo’s ability to adapt its assets and
infrastructure to changes in industry and regulatory standards and market demands related to charging; impediments to EVgo’s expansion
plans, including permitting and utility-related delays; EVgo’s ability to effectively integrate any businesses it acquires; EVgo’s
ability to recruit and retain experienced personnel; risks related to legal proceedings or claims, including liability claims; EVgo’s
dependence on third parties, including hardware and software vendors and service providers, utilities and permit-granting entities; supply
chain disruptions, inflation and other increases in expenses; safety and environmental requirements or regulations that may subject EVgo
to unanticipated liabilities or costs; EVgo’s ability to enter into and maintain valuable partnerships with commercial or public-entity
property owners, landlords and/or tenants, original equipment manufacturers, fleet operators and suppliers; EVgo’s ability to maintain,
protect and enhance EVgo’s intellectual property; and general economic or political conditions, including the conflicts in Ukraine, Israel
and the broader Middle East region, and elevated rates of inflation and the associated changes in monetary policy. Additional risks and
uncertainties that could affect the Company’s financial results are included under the captions “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations of EVgo” in EVgo’s Annual
Report on Form 10-K for the year ended December 31, 2022, and the caption “Risk Factors” in its Quarterly Reports
on Form 10-Q for the quarterly periods ended March 31, 2023, June 30, 2023 and September 30, 2023, in each case filed
with the Securities and Exchange Commission (the “SEC”), as well as its other filings with the SEC, copies of which are available
on EVgo’s website at investors.evgo.com, and on the SEC’s website at www.sec.gov. All
forward-looking statements in this press release are based on information available to us as of the date hereof, and EVgo does not assume
any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date
on which they were made, except as required by applicable law.
EVgo Contacts
For Investors:
investors@evgo.com
For Media:
press@evgo.com
v3.23.4
Cover
|
Jan. 17, 2024 |
Document Information [Line Items] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jan. 17, 2024
|
Entity File Number |
001-39572
|
Entity Registrant Name |
EVgo Inc.
|
Entity Central Index Key |
0001821159
|
Entity Tax Identification Number |
85-2326098
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
11835 West Olympic Boulevard
|
Entity Address, Address Line Two |
Suite 900E
|
Entity Address, City or Town |
Los Angeles
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
90064
|
City Area Code |
877
|
Local Phone Number |
494-3833
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Common Class A [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Shares of Class A common stock, $0.0001 par value
|
Trading Symbol |
EVGO
|
Security Exchange Name |
NASDAQ
|
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
|
Trading Symbol |
EVGOW
|
Security Exchange Name |
NASDAQ
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassAMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=evgo_RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Grafico Azioni EVgo (NASDAQ:EVGO)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni EVgo (NASDAQ:EVGO)
Storico
Da Set 2023 a Set 2024