Slide 1: Solid Power Employee Town Hall
SOLID POWER Employee Town Hall July 12, 2021
Slide 2: Cautionary Statement Regarding Forward-Looking Statements
Cautionary Statement Regarding Forward-Looking Statements The information herein includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statement
Slide 3: Important Information and Where to Find It
Important Information and Where to Find It In connection with the proposed business combination, Decarbonization Plus Acquisition Corporation III (“DCRC”) will file a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”). The Regist
Slide 4: Overview
Overview • Executive Summary • Equity Award Overview & Treatment in Proposed Transaction • General U.S. Income Tax Considerations 4
Slide 5: Executive Summary
Executive Summary 5
Slide 6: Executive Summary—Proposed Transaction
Executive Summary—Proposed Transaction • On June 15, 2021, Solid Power, Inc. entered into a Business Combination Agreement and Plan of Reorganization with Decarbonization Plus Acquisition Corporation III (a special purpose acquisition company) (“DCRC”), pursuant to which Solid Power will become a pu
Slide 7: Executive Summary – Equity Award Treatment
Executive Summary – Equity Award Treatment • Assumption of Equity Awards – Upon closing of the proposed transaction, each outstanding Solid Power option will be converted into an option to purchase DCRC Class A Common Stock • Terms of Converted Equity Awards • Number of Shares Covered by Award—Optio
Slide 8: Executive Summary – Exchange Ratio
Executive Summary – Exchange Ratio • Determination of Exchange Ratio – The Exchange Ratio for options will be the same exchange ratio used to determine the quantity of DCRC Class A common shares that each share of Solid Power Common Stock will be converted into in connection with the proposed transa
Slide 9: Executive Summary—Tax Implications
Executive Summary—Tax Implications • Tax Liability: The conversion of Solid Power options into DCRC options will not, in itself, trigger tax liabilities • ISO Status: For incentive stock options (“ISOs”), conversion intended to allow options to continue as ISOs • You should consult with your own tax
Slide 10: Executive Summary – Exercise & Trading
Executive Summary – Exercise & Trading Pre-Close: • Holders of Solid Power options can continue to exercise vested options for Solid Power Common Stock before closing Post-Close: • Assumed Solid Power options will become exercisable (when vested) for DCRC shares, as adjusted pursuant to the Merger A
Slide 11: Equity Award Overview & Treatment in Proposed Transaction
Equity Award Overview & Treatment in Proposed Transaction 11
Slide 12: Solid Power Options – a Quick Review
Solid Power Options – a Quick Review • Options generally give you the ability to buy shares at a fixed exercise price for a specified period of time, subject to vesting and other criteria • Options to purchase shares of Solid Power Common Stock were granted under Solid Power’s 2014 Equity Incentive
Slide 13: Solid Power Option Treatment in the Merger
Solid Power Option Treatment in the Merger • If you hold Solid Power options that are outstanding and unexercised immediately before the Merger closes, those Solid Power options will be assumed by DCRC (“Assumed Options”) • Assumed Options • Cover DCRC Class A common shares rather than shares of Sol
Slide 14: Solid Power Options—Adjustments Based on Exchange Ratio
Solid Power Options—Adjustments Based on Exchange Ratio • Number of DCRC Class A shares under the Assumed Option is equal to: • Number of Solid Power shares subject to the corresponding Solid Power option immediately before the Merger closed, multiplied by • The Exchange Ratio • Any resulting fracti
Slide 15: Solid Power Option Assumption Example
Solid Power Option Assumption Example • Assume the following hypothetical example • Solid Power option Outstanding at Closing • Options to acquire 1,000 shares of Solid Power Common Stock • Per share exercise price of $0.1012 • Aggregate exercise price of $101.20 • Exchange Ratio of 3.2 Option to pu
Slide 16: General U.S. Income Tax Considerations
General U.S. Income Tax Considerations 16
Slide 17: Important Notice
Important Notice • Neither Solid Power nor any of its representatives is offering tax planning or tax advice. • This Appendix provides a brief summary of certain matters relating to the potential impact of U.S. federal income tax laws, as such laws were in effect on the date of this presentation, on
Slide 18: Types of Options
Types of Options • Two types of options for U.S. tax purposes • Incentive stock options (ISOs) • Nonstatutory stock options (NSOs) • ISOs and NSOs differ only in their tax effects, not in any other way • All Solid Power options granted to employees are intended to be ISOs to the maximum extent permi
Slide 19: Incentive Stock Options (ISOs)
Incentive Stock Options (ISOs) • An ISO is an option that is eligible for more favorable tax treatment than other options • Key concepts: • No tax at grant • No tax at exercise • Unless alternative minimum tax (AMT) applies • Sale or other disposition of shares triggers income • Tax consequences at
Slide 20: Qualifying vs. Disqualifying Dispositions
Qualifying vs. Disqualifying Dispositions • Applicable Holding Periods • More than 2 years from grant date of ISOs • More than 1 year from exercise of ISOs • Must meet both holding periods for qualifying disposition of ISOs • Failure to meet either of the holding periods results in disqualifying dis
Slide 21: Tax Results of Disposition Under ISOs
Tax Results of Disposition Under ISOs • Qualifying: • All gain is long-term capital gain in the year of sale • Disqualifying: • Tax in year of sale still, but - • Ordinary income on the spread at exercise between FMV at exercise over the exercise price; and • Capital gain on difference between sale
Slide 22: Questions?
Questions? SOLID POWER, INC. FREQUENTLY ASKED QUESTIONS STOCK OPTIONS Important Information and Where to Find It In connection with the proposed business combination, Decarbonization Plus Acquisition Corporation III (“DCRC”) will file a registration statement on Form S-4 (the “Registration Statement